SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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X
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
BAKER RICHARD A.
(Last) (First) (Middle)
C/O RETAIL OPPORTUNITY INVESTMENTS CORP.
11250 EL CAMINO REAL, SUITE 200
(Street)
SAN DIEGO CA 92130
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
RETAIL OPPORTUNITY INVESTMENTS CORP [ ROIC ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) X Other (specify below)
Non-Executive Chairman
3. Date of Earliest Transaction (Month/Day/Year)
02/12/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.0001 per share 02/12/2025 D 370,746(1) D $17.5(2) 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
OP Units (3)(4) 02/12/2025 A 29,760 (4) (5) Common Stock, par value $0.0001 per share 29,760 $0 42,395 D
OP Units (6)(7) 02/12/2025 A 36,804 (7) (5) Common Stock, par value $0.0001 per share 36,804 $0 79,199 D
OP Units (8) 02/12/2025 D 79,199 (8) (8) Common Stock, par value $0.0001 per share 79,199 $17.5 0 D
Explanation of Responses:
1. Certain of the amounts being disposed are 31,471 shares the reporting person was previously granted of restricted 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 Retail Opportunity Investments Corp. Second Amended and Restated 2009 Equity Incentive Plan, previously reported on Form 4. These shares were subject to time-based vesting, the vesting of which was accelerated immediately prior to the Company Merger Effective Time (as defined in the Merger Agreement).
2. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") dated November 6, 2024, by and among Montana Purchaser LLC ("Buyer 1"), Mountain Purchaser LLC ("Buyer 2"), Big Sky Purchaser LLC ("Buyer 3" and, together with Buyer 1 and Buyer 2, collectively, the "Parent Entities"), Montana Merger Sub Inc. ("Merger Sub I"), Montana Merger Sub II LLC ("Merger Sub II"), the Company and Retail Opportunity Investments Partnership, LP, a Delaware limited partnership (the "Partnership") at the Company Merger Effective Time, each outstanding share of common stock was automatically canceled and converted into the right to receive an amount in cash equal to $17.50, without interest. As of the Company Merger Effective Time all common stock issued and outstanding immediately prior to the Company Merger Effective Time are no longer outstanding and were automatically canceled and cease to exist.
3. On February 21, 2023, the reporting person was granted, subject to vesting, 29,760 long-term incentive plan units ("LTIP Units") of the Partnership 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 LTIP Units was based on the Company's achievement of certain performance criteria during the performance period from January 1, 2023 to December 31, 2025 (the "performance period"). Pursuant to the Merger Agreement, effective immediately prior to the Company Merger Effective Time, each LTIP (vested or unvested) that is outstanding immediately prior to the Company Merger Effective Time vested.
4. Pursuant to the Partnership's Second Amended and Restated Agreement of Limited Partnership, as amended (the "Partnership Agreement"), the general partner of the Partnership caused a Forced Redemption (as defined in the Partnership Agreement) immediately prior to the Partnership Merger Effective Time (as defined in the Merger Agreement), thereby redeeming 29,760 LTIP Units for 29,760 OP Units. The reporting person has the right to cause the Partnership to redeem such OP Units for cash in an amount equal to the market value (as defined in the Partnership Agreement) 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.
5. N/A
6. On February 20, 2024, the reporting person was granted, subject to vesting, 36,804 LTIP Units of the Partnership 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 LTIP Units was based on the Company's achievement of certain performance criteria during the performance period from January 1, 2024 to December 31, 2026 (the "performance period"). Pursuant to the Merger Agreement, effective immediately prior to the Company Merger Effective Time, each LTIP (vested or unvested) that is outstanding immediately prior to the Company Merger Effective Time became fully vested.
7. Pursuant to the Partnership Agreement, the general partner of the Partnership caused a Forced Redemption (as defined in the Partnership Agreement) immediately prior to the Partnership Merger Effective Time (as defined in the Merger Agreement), thereby redeeming 36,804 LTIP Units for 36,804 OP Units. The reporting person has the right to cause the Partnership to redeem such OP Units for cash in an amount equal to the market value (as defined in the Partnership Agreement) 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.
8. The OP Units were convertible for a number of shares of common stock of equivalent value. In the Partnership Merger, each OP Unit was canceled and converted into the right to receive $17.50 per unit in cash.
Remarks:
/s/ Robert M. Worden, Attorney-in-fact for Richard A. Baker 02/14/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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