4//SEC Filing
BAKER RICHARD A. 4
Accession 0001407623-25-000049
CIK 0001407623other
Filed
Feb 13, 7:00 PM ET
Accepted
Feb 14, 4:13 PM ET
Size
15.8 KB
Accession
0001407623-25-000049
Insider Transaction Report
Form 4
Baker Richard A.
DirectorExecutive Chairman10% Owner
Transactions
- Award
OP Units
2025-02-12+29,760→ 42,395 total→ Common Stock, par value $0.0001 per share (29,760 underlying) - Disposition to Issuer
OP Units
2025-02-12$17.50/sh−79,199$1,385,983→ 0 total→ Common Stock, par value $0.0001 per share (79,199 underlying) - Disposition to Issuer
Common Stock, par value $0.0001 per share
2025-02-12$17.50/sh−370,746$6,488,055→ 0 total - Award
OP Units
2025-02-12+36,804→ 79,199 total→ Common Stock, par value $0.0001 per share (36,804 underlying)
Footnotes (8)
- [F1]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).
- [F2]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.
- [F3]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.
- [F4]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.
- [F5]N/A
- [F6]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.
- [F7]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.
- [F8]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.
Documents
Issuer
RETAIL OPPORTUNITY INVESTMENTS CORP
CIK 0001407623
Entity typeother
Related Parties
1- filerCIK 0001415409
Filing Metadata
- Form type
- 4
- Filed
- Feb 13, 7:00 PM ET
- Accepted
- Feb 14, 4:13 PM ET
- Size
- 15.8 KB