X0306 4 2016-01-01 0 0001407623 RETAIL OPPORTUNITY INVESTMENTS CORP ROIC 0001203845 TANZ STUART A C/O RETAIL OPPORTUNITY INVESTMENTS CORP. 8905 TOWNE CENTRE DRIVE, SUITE 108 SAN DIEGO CA 92122 1 1 0 0 Chief Executive Officer Common Stock, par value $0.0001 per share 2016-01-01 4 A 0 20833 0 A 1086102 D Common Stock, par value $0.0001 per share 2016-01-01 4 A 0 25000 0 A 1111102 D Common Stock, par value $0.0001 per share 2016-01-01 4 A 0 22767 0 A 1133869 D Common Stock, par value $0.0001 per share 2016-01-01 4 F 0 29535 17.90 D 1104334 D On February 26, 2013, the reporting person was granted 62,500 shares of restricted Common Stock that were issued pursuant to the Retail Opportunity Investments Corp. 2009 Equity Incentive Plan. The shares vest as to 20,834 shares on January 1, 2014, 20,833 shares on January 1, 2015 and 20,833 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 20,833 shares. This report is being filed to reflect the vesting of these shares. On February 21, 2014, the reporting person was granted 75,000 shares of restricted Common Stock that were issued pursuant to the Retail Opportunity Investments Corp. 2009 Equity Incentive Plan. The shares vest as to 25,000 shares on January 1, 2015, 25,000 shares on January 1, 2016 and 25,000 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 25,000 shares. This report is being filed to reflect the vesting of these shares. On February 24, 2015, the reporting person was granted 68,300 shares of restricted Common Stock that were issued pursuant to the Retail Opportunity Investments Corp. 2009 Equity Incentive Plan. The shares vest as to 22,767 shares on January 1, 2016, 22,767 shares on January 1, 2017 and 22,766 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 22,767 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/ Stuart A. Tanz 2016-01-05