Stuart A. Tanz - Jan 15, 2024 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 15, 2024
Transactions value $: -$1,083,677
Form type: 4
Date filed: 1/16/2024, 05:12 PM
Previous filing: Jan 3, 2024
Next filing: Feb 21, 2024

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	+174K	+9.62%	$0.00	1.98M	Jan 15, 2024	See footnote	F1, F2
transaction	ROIC	Common Stock, par value $0.0001 per share	Tax liability	-$1.08M	-77.2K	-3.91%	$14.03	1.9M	Jan 15, 2024	See footnote	F2, F3
holding	ROIC	Common Stock, par value $0.0001 per share						144K	Jan 15, 2024	See footnote	F4

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 15, 2024	Common Stock, par value $0.0001 per share	114K		See footnote	F2, F5, F6

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

Explanation of Responses:

Id	Content
F1	On February 23, 2021, the reporting person was granted, subject to vesting, 231,338 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, 2021 to December 31, 2023 (the "performance period"). Certain of such performance criteria were met during the performance period resulting in vesting of 173,504 shares on January 15, 2024.
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	These shares are held by two grantor retained annuity trusts of which the reporting person is the sole annuitant and trustee.
F5	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.
F6	N/A