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*
(Street)
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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)
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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)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class A common stock(1) | 10/05/2012 | C | 6,530 | A | (2) | 13,060 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class B-1 common stock | (3) | 10/05/2012 | C | 6,530 | (3) | (3) | Class A common stock | 6,530 | (2) | 0 | D | ||||
Class A common stock option (right to buy)(1) | $22.375(4) | 10/05/2012 | C | 300 | (5) | 02/28/2013 | Class A common stock | 300 | $0 | 300 | D | ||||
Class B-1 common stock option (right to buy) | (4) | 10/05/2012 | C | 300 | (5) | 02/28/2013 | Class B-1 common stock | 300 | $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 | Calss 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 | 10/12/2021 | 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. One third became exercisable on each of March 1, 2003, March 1, 2004 and March 1, 2005. |
/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. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |