X0306 4 2016-01-01 0 0001407623 RETAIL OPPORTUNITY INVESTMENTS CORP ROIC 0001477259 SCHOEBEL RICHARD K. C/O RETAIL OPPORTUNITY INVESTMENTS CORP. 8905 TOWNE CENTRE DRIVE, SUITE 108 SAN DIEGO CA 92122 0 1 0 0 Chief Operating Officer Common Stock, par value $0.0001 per share 2016-01-01 4 A 0 6666 0 A 154421 D Common Stock, par value $0.0001 per share 2016-01-01 4 A 0 7500 0 A 161921 D Common Stock, par value $0.0001 per share 2016-01-01 4 A 0 7767 0 A 169688 D Common Stock, par value $0.0001 per share 2016-01-01 4 F 0 16835 17.90 D 152853 D On February 26, 2013, the reporting person was granted 20,000 shares of restricted Common Stock that were issued pursuant to the Retail Opportunity Investments Corp. 2009 Equity Incentive Plan. The shares vest as to 6,667 shares on January 1, 2014, 6,667 shares on January 1, 2015 and 6,666 shares on January 1, 2016 based on the Issuer's achievement of certain performance criteria for each of the 12 months ending December 31, 2013, 2014 and 2015. The performance criteria for 2015 were met, resulting in vesting of 6,666 shares. This report is being filed to reflect the vesting of these shares. On February 21, 2014, the reporting person was granted 22,500 shares of restricted Common Stock that were issued pursuant to the Retail Opportunity Investments Corp. 2009 Equity Incentive Plan. The shares vest as to 7,500 shares on January 1, 2015, 7,500 shares on January 1, 2016 and 7,500 shares on January 1, 2017 based on the Issuer's achievement of certain performance criteria for each of the 12 months ending December 31, 2014, 2015 and 2016. The performance criteria for 2015 were met, resulting in vesting of 7,500 shares. This report is being filed to reflect the vesting of these shares. On February 24, 2015, the reporting person was granted 23,300 shares of restricted Common Stock that were issued pursuant to the Retail Opportunity Investments Corp. 2009 Equity Incentive Plan. The shares vest as to 7,767 shares on January 1, 2016, 7,767 shares on January 1, 2017 and 7,766 shares on January 1, 2018 based on the Issuer's achievement of certain performance criteria for each of the 12 months ending December 31, 2015, 2016 and 2017. The performance criteria for 2015 were met, resulting in vesting of 7,767 shares. This report is being filed to reflect the vesting of these shares. Consists of shares of Common Stock withheld by the Issuer in order to satisfy the tax withholding obligation of the reporting person in connection with shares of restricted Common Stock that vested. /s/ Richard K. Schoebel 2016-01-05