Form 4: Retail Opportunity Investments Corp. EVP Michael Haines Disposes of Shares and OP Units Following Merger
SEC Form 4
EVP, CFO, Treasurer, and Secretary of Retail Opportunity Investments Corp., Michael B. Haines, reports the disposal of common stock and OP Units due to the merger agreement, while retaining some OP Units in the surviving partnership.
Summary
- Michael B. Haines, EVP, CFO, Treasurer, and Secretary of Retail Opportunity Investments Corp. (ROIC), filed a Form 4 detailing changes in beneficial ownership.
- The filing is related to the merger agreement dated November 6, 2024, where Retail Opportunity Investments Corp. was acquired.
- Haines disposed of 449,609 shares of common stock at $17.50 per share due to the merger, receiving cash in return.
- He also disposed of 224,645 OP Units at $17.50.
- Haines acquired 86,834 and 101,800 OP Units through the redemption of LTIP Units.
- He retained a portion of his OP Units in the Surviving Partnership.
- The transactions were executed on February 12, 2025.
- The reporting person is a trustee of the Michael B. Haines Trust dated August 19, 2004, which holds the shares and OP Units.
Sentiment
Score: 6
Explanation: Neutral sentiment as the filing simply reports transactions related to a previously announced merger. No new positive or negative information is conveyed.
Future Outlook
The reporting person has elected to retain 100% of their OP Units in the Surviving Partnership.
Industry Context
This filing reflects the completion of a merger transaction, which is a common occurrence in the REIT (Real Estate Investment Trust) sector as companies seek to consolidate and optimize their portfolios.
Comparison to Industry Standards
- Mergers in the REIT sector often involve similar transactions where shareholders receive cash or shares in the acquiring company.
- The valuation of $17.50 per share can be compared to other REIT mergers to assess whether it was a fair price.
- Companies like Simon Property Group (SPG) and Public Storage (PSA) are examples of large REITs that have been involved in acquisitions and mergers.
Stakeholder Impact
- Shareholders received $17.50 per share as part of the merger agreement.
- The company's common stock is no longer outstanding.
Key Dates
| Date | Description |
|---|---|
| August 19, 2004 | Date of the Michael B. Haines Trust |
| February 21, 2023 | Reporting person was granted 86,834 long-term incentive plan units (LTIP Units) |
| January 1, 2023 to December 31, 2025 | Performance period for vesting of 86,834 LTIP Units |
| February 20, 2024 | Reporting person was granted 101,800 LTIP Units |
| January 1, 2024 to December 31, 2026 | Performance period for vesting of 101,800 LTIP Units |
| November 6, 2024 | Date of the Merger Agreement |
| February 12, 2025 | Date of the reported transactions |
| February 14, 2025 | Date of signature of the report |
Keywords
Form 4, Beneficial Ownership, ROIC, Retail Opportunity Investments Corp, Merger, OP Units, Michael B. Haines, Shares, Disposition, LTIP Units
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