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

Role
Chief Executive Officer, Director
Signature
/s/ Michael B. Haines, Attorney-in-fact for Stuart A. Tanz
Stock symbol
ROIC
Transactions as of
Jan 25, 2023
Transactions value $
-$698,053
Form type
4
Date filed
1/26/2023, 03:51 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 +134K +7.56% $0.00 1.91M Jan 25, 2023 See footnote F1, F2
transaction ROIC Common Stock, par value $0.0001 per share Tax liability -$698K -46.4K -2.44% $15.03 1.86M Jan 25, 2023 See footnote F2, F3
transaction ROIC Common Stock, par value $0.0001 per share Gift $0 -225K -12.1% $0.00 1.63M Sep 30, 2022 See footnote F2, F4
transaction ROIC Common Stock, par value $0.0001 per share Award $0 +225K $0.00 225K Sep 30, 2022 See footnote F5

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 114K Jan 25, 2023 Common Stock, par value $0.0001 per share 114K See footnote F2, F6, F7
* 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, 220,458 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 133,974 shares on January 25, 2023.
F2 These shares of common stock, or units of limited partner interest ("OP Units") of 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 Stuart A. Tanz Separate Property Trust U/A dated 6/16/2006 of which the reporting person's spouse is a Trustee.
F3 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.
F4 On September 30, 2022, the reporting person transferred a total of 225,000 shares of common stock to two grantor retained annuity trusts of which the reporting person is the sole annuitant and trustee.
F5 These shares are held by two grantor retained annuity trusts of which the reporting person is the sole annuitant and trustee.
F6 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 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.
F7 N/A