Stuart A. Tanz - Dec 26, 2024 Form 4 Insider Report for RETAIL OPPORTUNITY INVESTMENTS CORP (ROIC)

Signature
/s/ Michael B. Haines, Attorney-in-fact for Stuart A. Tanz
Stock symbol
ROIC
Transactions as of
Dec 26, 2024
Transactions value $
-$3,522,171
Form type
4
Date filed
12/30/2024, 04:33 PM
Previous filing
Dec 16, 2024
Next filing
Jan 3, 2025

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 +219K +9.71% $0.00 2.48M Dec 26, 2024 See footnote F1, F2
transaction ROIC Common Stock, par value $0.0001 per share Tax liability -$3.52M -203K -8.19% $17.35 2.27M Dec 26, 2024 See footnote F2, F3
holding ROIC Common Stock, par value $0.0001 per share 80.6K Dec 26, 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 Dec 26, 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 15, 2022, the reporting person was granted, subject to vesting, 219,178 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 Second 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, 2022 to December 31, 2024 (the "performance period"). Such awards were modified in December 2024 to accelerate the vesting of such awards from January 2025 to December 26, 2024 and for such awards to be deemed achieved at maximum-level performance irrespective of the terms of the award agreements governing such awards.
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