Richard A. Baker - Jan 25, 2023 Form 4 Insider Report for RETAIL OPPORTUNITY INVESTMENTS CORP (ROIC)

Role: Director, Non-Executive Chairman
Signature: /s/ Michael B. Haines, Attorney-in-fact for Richard A. Baker
Stock symbol: ROIC
Transactions as of: Jan 25, 2023
Transactions value $: -$69,378
Form type: 4
Date filed: 1/26/2023, 03:50 PM
Previous filing: Jan 4, 2023
Next filing: Feb 22, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ROIC	Common Stock, par value $0.0001 per share	Award	$0	+14.3K	+4.77%	$0.00	314K	Jan 25, 2023	Direct	F1
transaction	ROIC	Common Stock, par value $0.0001 per share	Tax liability	-$69.4K	-4.62K	-1.47%	$15.03	309K	Jan 25, 2023	Direct	F2

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
holding	ROIC	OP Units						12.6K	Jan 25, 2023	Common Stock, par value $0.0001 per share	12.6K		Direct	F3, F4

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

Explanation of Responses:

Id	Content
F1	On February 18, 2020, the reporting person was granted, subject to vesting, 23,514 restricted shares of common stock, par value $0.0001 per share ("common stock"), of Retail Opportunity Investments Corp., a Maryland corporation (the "Company") that were issued 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 shares was based on the Company's achievement of certain performance criteria during the performance period from January 1, 2020 to December 31, 2022 (the "performance period"). Certain of such performance criteria were met during the performance period resulting in vesting of 14,289 shares on January 25, 2023.
F2	Consists of shares of common stock of the Company, withheld by the Company in order to satisfy the tax withholding obligation of the reporting person in connection with shares of restricted common stock that vested.
F3	The reporting person has the right to cause Retail Opportunity Investments Partnership, LP, a Delaware limited partnership (the "Partnership") and the operating partnership of the Company, to redeem some or all of the reporting person's units of limited partner interest ("OP Units") of the Partnership for cash in an amount equal to the market value (as defined in Partnership's Second Amended and Restated Agreement of Limited Partnership, as amended) 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