| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | ROIC | Common Stock, par value $0.0001 per share | Disposed to Issuer | -$10.1M | -576K | -100% | $17.50 | 0 | Feb 12, 2025 | See footnote | F1, F2, F3 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | ROIC | OP Units | Award | $0 | +95.2K | +241.19% | $0.00 | 135K | Feb 12, 2025 | Common Stock, par value $0.0001 per share | 95.2K | See footnote | F3, F4, F5, F6 | |
| transaction | ROIC | OP Units | Award | $0 | +110K | +81.37% | $0.00 | 244K | Feb 12, 2025 | Common Stock, par value $0.0001 per share | 110K | See footnote | F3, F6, F7, F8 | |
| transaction | ROIC | OP Units | Disposed to Issuer | -$4.28M | -244K | -100% | $17.50 | 0 | Feb 12, 2025 | Common Stock, par value $0.0001 per share | 244K | See footnote | F3, F9 |
Richard K. Schoebel is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | Certain of the amounts being disposed are 52,418 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 | 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 Schoebel Family Trust dated June 7, 2013 of which the reporting person is a Trustee. |
| F4 | On February 21, 2023, the reporting person was granted, subject to vesting, 95,238 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. |
| F5 | 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 95,238 LTIP Units for 95,238 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. |
| F6 | N/A |
| F7 | On February 20, 2024, the reporting person was granted, subject to vesting, 109,630 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. |
| F8 | 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 109,630 LTIP Units for 109,630 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. |
| F9 | The OP Units were convertible for a number of shares of common stock of equivalent value. Pursuant to the Merger Agreement, each qualifying holder of OP Units was provided the option to, at their election, retain such OP Units in the Surviving Partnership (as defined in the Merger Agreement). Such retained OP Units will remain outstanding as fully paid OP Units of the Surviving Partnership at the Partnership Merger Effective Time (as defined in the Merger Agreement). The reporting person has elected to retain 100% of the reporting person's OP Units in the Surviving Partnership. |