SEC FORM 4

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MURPHY BARBARA

(Last)

(First)

(Middle)

2901 BUTTERFIELD ROAD

(Street)

OAK BROOK

60523

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
RETAIL PROPERTIES OF AMERICA, INC. [ RPAI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/05/2012

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A common stock⁽¹⁾	10/05/2012		C		150	A	⁽²⁾	300	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B-1 common stock	⁽³⁾	10/05/2012		C			150	⁽³⁾	⁽³⁾	Class A common stock	150	⁽²⁾	0	D
Class A common stock option (right to buy)⁽¹⁾	$22.375⁽⁴⁾	10/05/2012		C		150		⁽⁵⁾	06/30/2013	Class A common stock	150	$0	150	D
Class B-1 common stock option (right to buy)	⁽⁴⁾	10/05/2012		C			150	⁽⁵⁾	06/30/2013	Class B-1 common stock	150	$0	0	D
Class A common stock option (right to buy)⁽¹⁾	$22.375⁽⁴⁾	10/05/2012		C		50		06/08/2006	06/07/2014	Class A common stock	50	$0	50	D
Class B-1 common stock option (right to buy)	⁽⁴⁾	10/05/2012		C			50	06/08/2006	06/07/2014	Class B-1 common stock	50	$0	0	D
Class A common stock option (right to buy)⁽¹⁾	$22.375⁽⁴⁾	10/05/2012		C		50		06/07/2007	06/06/2015	Class A common stock	50	$0	50	D
Class B-1 common stock option (right to buy)	⁽⁴⁾	10/05/2012		C			50	06/07/2007	06/06/2015	Class B-1 common stock	50	$0	0	D
Class A common stock option (right to buy)⁽¹⁾	$25⁽⁴⁾	10/05/2012		C		50		10/10/2008	10/09/2016	Class A common stock	50	$0	50	D
Class B-1 common stock option (right to buy)	⁽⁴⁾	10/05/2012		C			50	10/10/2008	10/09/2016	Class B-1 common stock	50	$0	0	D
Class A common stock option (right to buy)⁽¹⁾	$25⁽⁴⁾	10/05/2012		C		50		11/13/2009	11/12/2017	Class A common stock	50	$0	50	D
Class B-1 common stock option (right to buy)	⁽⁴⁾	10/05/2012		C			50	11/13/2009	11/12/2017	Class B-1 common stock	50	$0	0	D
Class A common stock option (right to buy)⁽¹⁾	$25⁽⁴⁾	10/05/2012		C		500		10/14/2010	10/13/2018	Class A common stock	500	$0	500	D
Class B-1 common stock option (right to buy)	⁽⁴⁾	10/05/2012		C			500	10/14/2010	10/13/2018	Class B-1 common stock	500	$0	0	D
Class A common stock option (right to buy)⁽¹⁾	$21.25⁽⁴⁾	10/05/2012		C		500		10/13/2011	10/12/2019	Class A common stock	500	$0	500	D
Class B-1 common stock option (right to buy)	⁽⁴⁾	10/05/2012		C			500	10/13/2011	10/12/2019	Class B-1 common stock	500	$0	0	D
Class A common stock option (right to buy)⁽¹⁾	$17.125⁽⁴⁾	10/05/2012		C		500		10/12/2012	10/11/2020	Class A common stock	500	$0	500	D
Class B-1 common stock option (right to buy)	⁽⁴⁾	10/05/2012		C			500	10/12/2012	10/11/2020	Class B-1 common stock	500	$0	0	D
Class A common stock option (right to buy)⁽¹⁾	$17.375⁽⁴⁾	10/05/2012		C		500		10/11/2013	10/10/2021	Class A common stock	500	$0	500	D
Class B-1 common stock option (right to buy)	⁽⁴⁾	10/05/2012		C			500	10/11/2013	10/10/2021	Class B-1 common stock	500	$0	0	D

Explanation of Responses:

1. In March 2012, Retail Properties of America, Inc. effectuated a reverse split of its then outstanding common stock, redesignated its common stock as Class A common stock, and subsequently paid a stock dividend pursuant to which each outstanding share of Class A common stock received one share each of Class B-1, Class B-2, and Class B-3 common stock. The net result was each previously outstanding share of common stock converted into 1/10 of a share of each of Class A, Class B-1, Class B-2, and Class B-3 common stock and each option to buy a previously outstanding share of common stock being converted into an option to buy 1/10 of a share of each of Class A, Class B-1, Class B-2, and Class B-3 common stock. On October 5, 2012, the Class B-1 common stock automatically converted into Class A common stock on a one-for-one basis and options to buy shares of Class B-1 common stock automatically converted into options to buy an equal number of shares of Class A common stock.

2. Converted from shares of Class B-1 common stock into Class A common stock on a one-for-one basis.

3. The Class B-1 common stock automatically converted into Class A common stock on October 5, 2012 on a one-for-one basis.

4. Converted from an option to buy shares of Class B-1 common stock into an option to buy an equal number of shares of Class A common stock.

5. Options to purchase 50 and 100 shares became exercisable on July 1, 2004 and July 1, 2005, respectively.

	/s/ Dennis K. Holland, attorney in fact	10/10/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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