Michael B. Haines - Jan 14, 2022 Form 4 Insider Report for RETAIL OPPORTUNITY INVESTMENTS CORP (ROIC)

Role: EVP CFO, TREASURER & SECRETARY
Signature: /s/Michael B. Haines
Stock symbol: ROIC
Transactions as of: Jan 14, 2022
Transactions value $: $0
Form type: 4
Date filed: 1/19/2022, 03:18 PM
Previous filing: Jan 4, 2022
Next filing: Feb 17, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	ROIC	Common Stock, par value $0.0001 per share						248K	Jan 14, 2022	See footnote	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	ROIC	OP Units	Award	$0	+36K		$0.00	36K	Jan 14, 2022	Common Stock, par value $0.0001 per share	36K		See footnote	F1, F2, F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	These shares of common stock, par value $0.0001 per share ("common stock"), of Retail Opportunity Investments Corp., a Maryland corporation (the "Company"), or units of limited partner interest ("OP Units") in Retail Opportunity Investments Partnership, LP, a Delaware limited partnership (the "Partnership") and the operating partnership of the Company, as the case may be, are held by the Michael B. Haines Trust dated August 19, 2004 of which the reporting person is a Trustee.
F2	On March 12, 2019, the reporting person was granted, subject to vesting, 66,822 long-term incentive plan units ("LTIP Units") of the Partnership pursuant to the Company's Amended and Restated 2009 Equity Incentive Plan and such amount reflects the maximum earnable award under such grant. Vesting of the LTIP Units was based on the Company's achievement of certain performance criteria during the performance period from January 1, 2019 to December 31, 2021 (the "performance period"). Certain of such performance criteria were met during the performance period resulting in vesting of 36,011 LTIP Units on January 14, 2021.
F3	Vested LTIP Units, after achieving parity with OP Units (as described in the Partnership's Second Amended and Restated Agreement of Limited Partnership, as amended (the "Partnership Agreement")), are eligible to be converted into OP Units on a one-for-one basis upon the satisfaction of conditions set forth in the Partnership Agreement. On January 18, 2021, 36,011 LTIP Units were automatically converted by the Company into 36,011 OP Units upon satisfying such conditions. Upon conversion of LTIP Units into OP Units, the reporting person has the right to cause the Partnership to redeem some or all of the reporting person's OP Units for cash in an amount equal to the market value (as defined in the Partnership Agreement) of an equivalent number of shares of common stock or at the Company's option, shares of common stock on a one-for-one basis, subject to certain adjustments.
F4	N/A