Richard P. Imperiale - 22 Oct 2021 Form 4 Insider Report for RETAIL PROPERTIES OF AMERICA, INC.

Footnote F1

This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 18, 2021, by and among Retail Properties of America, Inc. (the "Company"), Kite Realty Group Trust ("Kite"), and KRG Oak, LLC, a wholly owned subsidiary of Kite ("Merger Sub"), pursuant to which the Company merged with and into Merger Sub (the "Merger") on October 22, 2021. Pursuant to the Merger Agreement, each issued and outstanding share of Class A common stock, $0.001 par value per share, of the Company ("Company Common Stock"), held by the reporting person was automatically converted into the right to receive 0.623 common shares of beneficial interest, $0.01 par value per share, of Kite ("Kite Common Shares"), subject to any adjustment, without interest, plus the right, if any, to receive cash in lieu of any fractional Kite Common Shares into which such shares of Company Common Stock would have been converted.

Footnote F2

(Continued from Footnote 1) On October 21, 2021, the closing price of Company Common Stock was $13.18 per share and the closing price of Kite Common Shares was $21.10 per share.

Footnote F3

Pursuant to the Merger Agreement, as of immediately prior to the effective time of the Merger, each outstanding share of restricted stock held by the reporting person automatically became fully vested and all restrictions with respect thereto lapsed.

Footnote F4

Options were fully vested.

Footnote F5

Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding and unexercised option to purchase Company Common Stock held by the reporting person (whether or not then vested) was cancelled, terminated, and extinguished and upon such cancellation the reporting person received, in full satisfaction of the rights of the reporting person with respect thereto, an amount in cash equal to the excess of (1) the product of the number of shares of Company Common Stock subject to such option as of immediately prior to the effective time of the Merger, multiplied by 0.623, multiplied by $21.6743, over (2) the product of the number of shares of Company Common Stock subject to such option as of immediately prior to the effective time of the Merger, multiplied by the exercise price per share of Company Common Stock subject to such option. On October 21, 2021, the closing price of Company Common Stock was $13.18 per share.