Statement of Changes in Beneficial Ownership (4)
October 22 2021 - 5:34PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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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1. Name and Address of Reporting Person
*
CATALANO FRANK A JR |
2. Issuer Name and Ticker or Trading Symbol
RETAIL PROPERTIES OF AMERICA, INC.
[
RPAI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
2021 SPRING ROAD, SUITE 200 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/22/2021 |
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(Street)
OAK BROOK, IL 60523
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Class A Common Stock | 10/22/2021 | | D | | 89643 | D | (1)(2)(3) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
| Stock Option | $11.736 | 10/22/2021 | | D | | | 2000 | (4) | 10/8/2022 | Class A Common Stock | 2000 | (5) | 0 | D | |
| Explanation of Responses: |
| (1) | This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 18, 2021, by and among Retail Properties of America, Inc. (the "Company"), Kite Realty Group Trust ("Kite"), and KRG Oak, LLC, a wholly owned subsidiary of Kite ("Merger Sub"), pursuant to which the Company merged with and into Merger Sub (the "Merger") on October 22, 2021. Pursuant to the Merger Agreement, each issued and outstanding share of Class A common stock, $0.001 par value per share, of the Company ("Company Common Stock"), held by the reporting person was automatically converted into the right to receive 0.623 common shares of beneficial interest, $0.01 par value per share, of Kite ("Kite Common Shares"), subject to any adjustment, without interest, plus the right, if any, to receive cash in lieu of any fractional Kite Common Shares into which such shares of Company Common Stock would have been converted. |
| (2) | (Continued from Footnote 1) On October 21, 2021, the closing price of Company Common Stock was $13.18 per share and the closing price of Kite Common Shares was $21.10 per share. |
| (3) | Pursuant to the Merger Agreement, as of immediately prior to the effective time of the Merger, each outstanding share of restricted stock held by the reporting person automatically became fully vested and all restrictions with respect thereto lapsed. |
| (4) | Options were fully vested. |
| (5) | Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding and unexercised option to purchase Company Common Stock held by the reporting person (whether or not then vested) was cancelled, terminated, and extinguished and upon such cancellation the reporting person received, in full satisfaction of the rights of the reporting person with respect thereto, an amount in cash equal to the excess of (1) the product of the number of shares of Company Common Stock subject to such option as of immediately prior to the effective time of the Merger, multiplied by 0.623, multiplied by $21.6743, over (2) the product of the number of shares of Company Common Stock subject to such option as of immediately prior to the effective time of the Merger, multiplied by the exercise price per share of Company Common Stock subject to such option. On October 21, 2021, the closing price of Company Common Stock was $13.18 per share. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
CATALANO FRANK A JR
2021 SPRING ROAD, SUITE 200
OAK BROOK, IL 60523 | X |
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Signatures
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| /s/ Ann M. Hult, Attorney-in-Fact | | 10/22/2021 |
| **Signature of Reporting Person | Date |
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