0001181431-12-054359.txt : 20121010 0001181431-12-054359.hdr.sgml : 20121010 20121010185808 ACCESSION NUMBER: 0001181431-12-054359 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20121005 FILED AS OF DATE: 20121010 DATE AS OF CHANGE: 20121010 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GORSKI GERALD M CENTRAL INDEX KEY: 0001265186 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35481 FILM NUMBER: 121138627 MAIL ADDRESS: STREET 1: RETAIL PROPERTIES OF AMERICA, INC. STREET 2: 2901 BUTTERFIELD ROAD CITY: OAK BROOK STATE: IL ZIP: 60523 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: RETAIL PROPERTIES OF AMERICA, INC. CENTRAL INDEX KEY: 0001222840 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 421579325 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: C/O RETAIL PROPERTIES OF AMERICA, INC. STREET 2: 2901 BUTTERFIELD ROAD CITY: OAK BROOK STATE: IL ZIP: 60523 BUSINESS PHONE: 630 368 2863 MAIL ADDRESS: STREET 1: 2901 BUTTERFIELD ROAD CITY: OAK BROOK STATE: IL ZIP: 60523 FORMER COMPANY: FORMER CONFORMED NAME: INLAND WESTERN RETAIL REAL ESTATE TRUST INC DATE OF NAME CHANGE: 20030313 4 1 rrd358080.xml CONVERSION OF B-1 SHARES X0306 4 2012-10-05 0 0001222840 RETAIL PROPERTIES OF AMERICA, INC. RPAI 0001265186 GORSKI GERALD M 2901 BUTTERFIELD ROAD OAK BROOK IL 60523 1 0 0 0 Class A common stock 2012-10-05 4 C 0 284 A 568 D Class B-1 common stock 2012-10-05 4 C 0 284 D Class A common stock 284 0 D Class A common stock option (right to buy) 22.375 2012-10-05 4 C 0 300 0 A 2013-06-30 Class A common stock 300 300 D Class B-1 common stock option (right to buy) 2012-10-05 4 C 0 300 0 D 2013-06-30 Class B-1 common stock 300 0 D Class A common stock option (right to buy) 22.375 2012-10-05 4 C 0 50 0 A 2006-06-08 2014-06-07 Class A common stock 50 50 D Class B-1 common stock option (right to buy) 2012-10-05 4 C 0 50 0 D 2006-06-08 2014-06-07 Class B-1 common stock 50 0 D Class A common stock option (right to buy) 22.375 2012-10-05 4 C 0 50 0 A 2007-06-07 2015-06-06 Class A common stock 50 50 D Class B-1 common stock option (right to buy) 2012-10-05 4 C 0 50 0 D 2007-06-07 2015-06-06 Claa B-1 common stock 50 0 D Class A common stock option (right to buy) 25.00 2012-10-05 4 C 0 50 0 A 2008-10-10 2016-10-09 Class A common stock 50 50 D Class B-1 common stock option (right to buy) 2012-10-05 4 C 0 50 0 D 2008-10-10 2016-10-09 Class B-1 common stock 50 0 D Class A common stock option (right to buy) 25.00 2012-10-05 4 C 0 50 0 A 2009-11-13 2017-11-12 Class A common stock 50 50 D Class B-1 common stock option (right to buy) 2012-10-05 4 C 0 50 0 D 2009-11-13 2017-11-12 Class B-1 common stock 50 0 D Class A common stock option (right to buy) 25.00 2012-10-05 4 C 0 500 0 A 2010-10-14 2018-10-13 Class A common stock 500 500 D Class B-1 common stock option (right to buy) 2012-10-05 4 C 0 500 0 D 2010-10-14 2018-10-13 Class B-1 common stock 500 0 D Class A common stock option (right to buy) 21.25 2012-10-05 4 C 0 500 0 A 2011-10-13 2019-10-12 Class A common stock 500 500 D Class B-1 common stock option (right to buy) 2012-10-05 4 C 0 500 0 D 2011-10-13 2019-10-12 Class B-1 common stock 500 0 D Class A common stock option (right to buy) 17.125 2012-10-05 4 C 0 500 0 A 2012-10-12 2020-10-11 Class A common stock 500 500 D Class B-1 common stock option (right to buy) 2012-10-05 4 C 0 500 0 D 2012-10-12 2020-10-11 Class B-1 common stock 500 0 D Class A common stock option (right to buy) 17.375 2012-10-05 4 C 0 500 0 A 2013-10-11 2021-10-10 Class A common stock 500 500 D Class B-1 common stock option (right to buy) 2012-10-05 4 C 0 500 0 D 2013-10-11 2021-10-10 Class B-1 common stock 500 0 D 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. Converted from shares of Class B-1 common stock into Class A common stock on a one-for-one basis. The Class B-1 common stock automatically converted into Class A common stock on October 5, 2012 on a one-for-one basis. 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. One third became exercisable on each of July 1, 2003, July 1, 2004 and July 1, 2005. /s/ Dennis K. Holland, attorney in fact 2012-10-10