SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13G*
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
Retail Opportunity Investments Corp
(Name of Issuer)
Common Stock
(Title of Class of Securities)
76131N101*
(CUSIP Number)
December 31, 2009
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule 13G is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
(Page 1 of 11 Pages)
________________
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934 ("Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
*The CUSIP Number for the Company's common shares is 76131N101 and for the
warrants is 76131N119.
CUSIP No. 76131N101 13G Page 2 of 11 Pages
____________________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Level Global Overseas Master Fund, Ltd.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
_____________________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
3,425,800*
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
3,425,800*
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
3,425,800*
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
8.00%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
OO
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
*This number consists of 2,125,800 common shares and 1,300,000 warrants
(convertible into 1 common share per warrant ) of the Company which in the
aggregate is approximately 8.00% of the shares outstanding of the Company. There
is no change in beneficial ownership since the Schedule 13G filed on October 30,
2009, however the Reporting Persons have elected to file this amended Schedule
13G to indicate the change in percentage ownership of the Reporting Persons
resulting from a change in the number of shares outstanding of the Company.
Additionally, this amended Schedule 13G indicates the 1,300,000 convertible
warrants deemed to be common shares deemed to be outstanding pursuant Rule
13d-3(d)(1)(i) because such common shares may be obtained and beneficially owned
upon exercise of warrants currently owned within 60 days. Pursuant to Rule
13d-3(d)(1)(i) the number of shares issued and outstanding assumes that each
other warrant holder does not exercise herein within 60 days.
CUSIP No. 76131N101 13G Page 3 of 11 Pages
____________________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Level Global Investors, L.P.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
3,425,800*
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
3,425,800*
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
3,425,800*
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
8.00%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
PN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
*This number consists of 2,125,800 common shares and 1,300,000 warrants
(convertible into 1 common share per warrant ) of the Company which in the
aggregate is approximately 8.00% of the shares outstanding of the Company. There
is no change in beneficial ownership since the Schedule 13G filed on October 30,
2009, however the Reporting Persons have elected to file this amended Schedule
13G to indicate the change in percentage ownership of the Reporting Persons
resulting from a change in the number of shares outstanding of the Company.
Additionally, this amended Schedule 13G indicates the 1,300,000 convertible
warrants deemed to be common shares deemed to be outstanding pursuant Rule
13d-3(d)(1)(i) because such common shares may be obtained and beneficially owned
upon exercise of warrants currently owned within 60 days. Pursuant to Rule
13d-3(d)(1)(i) the number of shares issued and outstanding assumes that each
other warrant holder does not exercise herein within 60 days.
CUSIP No. 76131N101 13G Page 4 of 11 Pages
____________________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Level Global, L.L.C.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
3,425,800*
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
3,425,800*
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
3,425,800*
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
8.00%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
OO
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
*This number consists of 2,125,800 common shares and 1,300,000 warrants
(convertible into 1 common share per warrant ) of the Company which in the
aggregate is approximately 8.00% of the shares outstanding of the Company. There
is no change in beneficial ownership since the Schedule 13G filed on October 30,
2009, however the Reporting Persons have elected to file this amended Schedule
13G to indicate the change in percentage ownership of the Reporting Persons
resulting from a change in the number of shares outstanding of the Company.
Additionally, this amended Schedule 13G indicates the 1,300,000 convertible
warrants deemed to be common shares deemed to be outstanding pursuant Rule
13d-3(d)(1)(i) because such common shares may be obtained and beneficially owned
upon exercise of warrants currently owned within 60 days. Pursuant to Rule
13d-3(d)(1)(i) the number of shares issued and outstanding assumes that each
other warrant holder does not exercise herein within 60 days.
CUSIP No. 76131N101 13G Page 5 of 11 Pages
____________________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
David Ganek
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_____________________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
3,425,800*
OWNED BY _____________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
3,425,800*
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
3,425,800*
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
8.00%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
*This number consists of 2,125,800 common shares and 1,300,000 warrants
(convertible into 1 common share per warrant ) of the Company which in the
aggregate is approximately 8.00% of the shares outstanding of the Company. There
is no change in beneficial ownership since the Schedule 13G filed on October 30,
2009, however the Reporting Persons have elected to file this amended Schedule
13G to indicate the change in percentage ownership of the Reporting Persons
resulting from a change in the number of shares outstanding of the Company.
Additionally, this amended Schedule 13G indicates the 1,300,000 convertible
warrants deemed to be common shares deemed to be outstanding pursuant Rule
13d-3(d)(1)(i) because such common shares may be obtained and beneficially owned
upon exercise of warrants currently owned within 60 days. Pursuant to Rule
13d-3(d)(1)(i) the number of shares issued and outstanding assumes that each
other warrant holder does not exercise herein within 60 days.
CUSIP No. 76131N101 13G Page 6 of 11 Pages
____________________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Anthony Chiasson
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_____________________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
3,425,800*
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
3,425,800*
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
3,425,800*
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
8.00%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
*This number consists of 2,125,800 common shares and 1,300,000 warrants
(convertible into 1 common share per warrant ) of the Company which in the
aggregate is approximately 8.00% of the shares outstanding of the Company. There
is no change in beneficial ownership since the Schedule 13G filed on October 30,
2009, however the Reporting Persons have elected to file this amended Schedule
13G to indicate the change in percentage ownership of the Reporting Persons
resulting from a change in the number of shares outstanding of the Company.
Additionally, this amended Schedule 13G indicates the 1,300,000 convertible
warrants deemed to be common shares deemed to be outstanding pursuant Rule
13d-3(d)(1)(i) because such common shares may be obtained and beneficially owned
upon exercise of warrants currently owned within 60 days. Pursuant to Rule
13d-3(d)(1)(i) the number of shares issued and outstanding assumes that each
other warrant holder does not exercise herein within 60 days.
CUSIP No. 76131N101 13G Page 7 of 11 Pages
Item 1(a). Name of Issuer:
The name of the issuer is Retail Opportunity Investments Corp (the
"Company").
Item 1(b). Address of Issuer's Principal Executive Offices:
The Company's principal executive offices are located at 3 Manhattanville
Road, Purchase, New York 10577
Item 2(a). Name of Person Filing:
This Statement is being filed on behalf of
(i) Level Global Overseas Master Fund, Ltd., an exempted company
incorporated under the laws of the Cayman Islands ("LGMO"), with
respect to the shares of Common Stock beneficially owned by it;
(ii) Level Global Investors, L.P., a Delaware limited partnership
(the "Investment Manager") with respect to the shares of Common
Stock beneficially owned by LGMO;
(iii) Level Global, L.L.C., a Delaware limited liability company
organized under the laws of the State of Delaware (the "General
Partner"), with respect to the shares of Common Stock
beneficially owned by the Investment Manager and LGMO;
(iv) David Ganek, a United States citizen ("Mr. Ganek") with
respect to the shares of Common Stock beneficially owned by the
Investment Manager, General Partner and LGMO; and
(v) Anthony Chiasson, a United States citizen ("Mr. Chiasson") with
respect to the shares of Common Stock beneficially owned by the
Investment Manager, General Partner and LGMO;
The foregoing persons are hereinafter sometimes collectively
referred to as the "Reporting Persons." Any disclosures herein with respect to
persons other than the Reporting Persons are made on information and belief
after making inquiry to the appropriate party.
CUSIP No. 76131N101 13G Page 8 of 11 Pages
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the principal business office of each of the Investment
Manager, General Partner, Mr. Ganek and Mr. Chiasson is 888 Seventh Avenue, 27th
Floor, New York, NY 10019. The address of the principal business office of LGMO
is c/o Citco Fund Services (Cayman Islands) Limited Corporate Centre, Windward 1
Floor, Regatta Office Park, West Bay Road, P.O. Box 31106 SMB - 1209, Grand
Cayman, Cayman Islands, British West Indies.
Item 2(c). Citizenship:
See Item 2(a) above.
Item 2(d). Title of Class of Securities:
Common shares, $0.0001 par value per share and warrants convertible into 1
common share per warrant, issue price $0.00 (the common shares together with the
warrants, herein referred to as Common Stock).
Item 2(e). CUSIP Number:
The CUSIP Number for the Company's common shares is 76131N101 and for the
warrants is 76131N119.
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or
(c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the
Act,
(b) [ ] Bank as defined in Section 3(a)(6) of the Act,
(c) [ ] Insurance Company as defined in Section 3(a)(19) of
the Act,
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act of 1940,
(e) [ ] Investment Adviser in accordance with Rule
13d-1 (b)(1)(ii)(E),
(f) [ ] Employee Benefit Plan or Endowment Fund in accordance
with 13d-1 (b)(1)(ii)(F),
(g) [ ] Parent Holding Company or control person in accordance
with Rule 13d-1 (b)(1)(ii)(G),
(h) [ ] Savings Association as defined in Section 3(b) of the
Federal Deposit Insurance Act,
(i) [ ] Church Plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act of 1940,
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Not applicable.
CUSIP No. 76131N101 13G Page 9 of 11 Pages
Item 4. Ownership.
The percentages used herein are calculated based upon the 41,519,675 shares of
Common Stock issued and outstanding as of December 16, 2009 as reflected in the
Company's Form 10-Q filed for the quarter ended September 30, 2009.
(i) Level Global Overseas Master Fund, Ltd. has shared
voting and dispositive powers with respect to 3,425,800* shares of
Common Stock which constitutes approximately 8.00% of the Common
Stock outstanding as of such date. Level Global Overseas Master
Fund, Ltd. does not have sole voting or dispositive powers with
respect to such Common Stock.
(ii) Level Global Investors, L.P. has shared voting and
dispositive powers with respect to 3,425,800* shares of Common
Stock which constitutes approximately 8.00% of the Common Stock
outstanding as of such date. Level Global Investors, L.P. does not
have sole voting or dispositive powers with respect to such Common
Stock.
(iii) Level Global, L.L.C. has shared voting and dispositive
powers with respect to 3,425,800* shares of Common Stock which
constitutes approximately 8.00% of the Common Stock outstanding as
of such date. Level Global, L.L.C. does not have sole voting or
dispositive powers with respect to such Common Stock.
(iv) David Ganek has shared voting and dispositive powers
with respect to 3,425,800* shares of Common Stock which constitutes
approximately 8.00% of the Common Stock outstanding as of such
date. David Ganek does not have sole voting or dispositive powers
with respect to such Common Stock.
(v) Anthony Chiasson has shared voting and dispositive
powers with respect to 3,425,800* shares of Common Stock which
constitutes approximately 8.00% of the Common Stock outstanding as
of such date. Anthony Chiasson does not have sole voting or
dispositive powers with respect to such Common Stock.
*This number consists of 2,125,800 common shares and 1,300,000 warrants
(convertible into 1 common share per warrant ) of the Company which in the
aggregate is approximately 8.00% of the shares outstanding of the Company. There
is no change in beneficial ownership since the Schedule 13G filed on October 30,
2009, however the Reporting Persons have elected to file this amended Schedule
13G to indicate the change in percentage ownership of the Reporting Persons
resulting from a change in the number of shares outstanding of the Company.
Additionally, this amended Schedule 13G indicates the 1,300,000 convertible
warrants deemed to be common shares deemed to be outstanding pursuant Rule
13d-3(d)(1)(i) because such common shares may be obtained and beneficially owned
upon exercise of warrants currently owned within 60 days. Pursuant to Rule
13d-3(d)(1)(i) the number of shares issued and outstanding assumes that each
other warrant holder does not exercise herein within 60 days.
CUSIP No. 76131N101 13G Page 10 of 11 Pages
Level Global Investors, L.P., Level Global, L.L.C., David Ganek
and Anthony Chiasson do not directly own the Common Stock.
Pursuant to an investment management agreement, Level Global
Investors, L.P. shares all voting and investment powers with
respect to the securities held by Level Global Overseas Master
Fund, Ltd. Level Global, L.L.C. acts as the general partner of
Level Global Investors, L.P. David Ganek and Anthony Chiasson
control Level Global Investors, L.P. and Level Global, L.L.C.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
See Item 2.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Each of the Reporting Persons hereby makes the following certification:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
CUSIP No. 76131N101 13G Page 11 of 11 Pages
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
DATED: February 16, 2010
By: Level Global, L.L.C., as general
partner of Level Global Investors, L.P.
By: /s/ David Ganek
-----------------------------------
Name: David Ganek
Title: Senior Managing Member
Level Global Investors, L.P.
By: Level Global, L.L.C., as general
partner of Level Global Investors, L.P.
By: /s/ David Ganek
-----------------------------------
Name: David Ganek
Title: Senior Managing Member
Level Global, L.L.C.
By: /s/ David Ganek
-----------------------------------
Name: David Ganek
Title: Senior Managing Member
David Ganek
By: /s/ David Ganek
-----------------------------------
Name: David Ganek
Title: Senior Managing Member,
Level Global, L.L.C.
Anthony Chiasson
By: /s/ Anthony Chiasson
--------------------------------
Name: Anthony Chiasson
Title: Managing Member, Level
Global, L.L.C.