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OMB
APPROVAL
OMB
Number: 3235-0287
Expires:
February 28, 2011
Estimated
average burden
hours
per response………11
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13G
Under the
Securities Exchange Act of 1934
(Amendment
No. 1)*
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Retail
Opportunity Investments Corp. (f/k/a NRDC Acquisition
Corp)
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(Name
of Issuer)
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Common
Stock, $0.0001 par value
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(Title
of Class of Securities)
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76131N101
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(CUSIP
Number)
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December
31, 2009
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(Date
of Event Which Requires Filing of this
Statement)
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Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
[_] Rule
13d-1(b)
[x] Rule
13d-1(c)
[_] Rule
13d-1(d)
__________
*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 the purpose 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).
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CUSIP
No.
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76131N101
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1.
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NAME
OF REPORTING PERSONS
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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||||
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Weiss
Multi-Strategy Advisers LLC
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||||
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
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(a) [_]
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||||
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(b) [x]
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||||
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3.
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SEC
USE ONLY
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|||
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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|||
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Delaware
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||||
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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||||
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5.
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SOLE
VOTING POWER
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|||
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0
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||||
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6.
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SHARED
VOTING POWER
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|||
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1,321,641
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||||
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7.
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SOLE
DISPOSITIVE POWER
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|||
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0
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||||
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8.
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SHARED
DISPOSITIVE POWER
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|||
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1,955,000
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||||
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|||
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1,955,000
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||||
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10.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
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[_]
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||||
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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4.7%
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||||
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12.
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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||||
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CUSIP
No.
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76131N101
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|||
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1.
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NAME
OF REPORTING PERSONS
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|||
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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||||
|
George
A. Weiss
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||||
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
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|||
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(a) [_]
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||||
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(b) [x]
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3.
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SEC
USE ONLY
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|||
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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|||
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United
States
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||||
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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||||
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5.
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SOLE
VOTING POWER
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|||
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0
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||||
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6.
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SHARED
VOTING POWER
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|||
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1,321,641
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||||
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7.
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SOLE
DISPOSITIVE POWER
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|||
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0
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||||
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8.
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SHARED
DISPOSITIVE POWER
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|||
|
1,955,000
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||||
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|||
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1,955,000
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||||
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10.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|||
|
[_]
|
||||
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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|||
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4.7%
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||||
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12.
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
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|||
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IN,
HC
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||||
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CUSIP
No.
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76131N101
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||||||||
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1.
|
NAME
OF REPORTING PERSONS
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||||||||
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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|||||||||
|
Frederick
E. Doucette III
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|||||||||
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
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||||||||
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(a) [_]
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|||||||||
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(b) [x]
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|||||||||
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3.
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SEC
USE ONLY
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||||||||
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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||||||||
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United
States
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|||||||||
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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|||||||||
|
5.
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SOLE
VOTING POWER
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||||||||
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0
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|||||||||
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6.
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SHARED
VOTING POWER
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||||||||
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1,321,641
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|||||||||
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7.
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SOLE
DISPOSITIVE POWER
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||||||||
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0
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|||||||||
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8.
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SHARED
DISPOSITIVE POWER
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||||||||
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1,955,000
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|||||||||
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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||||||||
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1,955,000
|
|||||||||
|
10.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
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||||||||
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[_]
|
|||||||||
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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||||||||
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4.7%
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|||||||||
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12.
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
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||||||||
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IN,
HC
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CUSIP
No.
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62941R102
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Item
1.
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(a).
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Name
of Issuer:
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Retail
Opportunity Investments Corp. (f/k/a NRDC Acquisition
Corp)
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(b).
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Address
of issuer's principal executive offices:
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3
Manhattanville Road
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Purchase,
New York 10577
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Item
2.
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(a).
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Name
of person filing:
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Weiss
Multi-Strategy Advisers LLC
George
A. Weiss
Frederick
E. Doucette III
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(b).
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Address
or principal business office or, if none, residence:
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Weiss
Multi-Strategy Advisers LLC
One
State Street, 20th Floor
Hartford,
CT 06103
George
A. Weiss
c/o
Weiss Multi-Strategy Advisers LLC
One
State Street, 20th Floor
Hartford,
CT 06103
Frederick
E. Doucette III
c/o
Weiss Multi-Strategy Advisers LLC
One
State Street, 20th Floor
Hartford,
CT 06103
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(c).
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Citizenship:
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Weiss
Multi-Strategy Advisers LLC – Delaware limited liability
company
George
A. Weiss - United States
Frederick
E. Doucette III - United States
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(d).
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Title
of class of securities:
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Common
Stock, $0.0001 par value
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(e).
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CUSIP
No.:
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76131N101
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Item
3.
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If
This Statement is filed pursuant to §§.240.13d-1(b) or 240.13d-2(b), or
(c), check whether the person filing is
a
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(a)
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[_]
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Broker
or dealer registered under section 15 of the Act (15 U.S.C.
78o).
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(b)
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[_]
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Bank
as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
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(c)
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[_]
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Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
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(d)
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[_]
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Investment
company registered under section 8 of the Investment Company Act of 1940
(15 U.S.C. 80a-8).
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(e)
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[_]
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An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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(f)
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[_]
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An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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(g)
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[_]
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A
parent holding company or control person in accordance with
§240.13d-1(b)(1)(ii)(G);
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(h)
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[_]
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A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C.1813);
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(i)
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[_]
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A
church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3);
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(j)
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[_]
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A
non-U.S. institution in accordance with
§240.13d-1(b)(1)(ii)(J);
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(k)
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[_]
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Group,
in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a
non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please
specify the type of institution:
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Item
4.
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Ownership.
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Provide
the following information regarding the aggregate number and percentage of
the class of securities of the issuer identified in Item
1.
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(a)
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Amount
beneficially owned:
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Weiss
Multi-Strategy Advisers LLC: 1,955,000 shares
George
A. Weiss: 1,955,000 shares
Frederick
E. Doucette III: 1,955,000
shares
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(b)
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Percent
of class:
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Weiss
Multi-Strategy Advisers LLC: 4.7%
George
A. Weiss: 4.7%
Frederick
E. Doucette III: 4.7%
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(c)
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Number
of shares as to which the person has:
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(i)
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Sole
power to vote or to direct the vote
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Weiss
Multi-Strategy Advisers LLC: 0
George
A. Weiss: 0
Frederick
E. Doucette III: 0
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(ii)
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Shared
power to vote or to direct the vote
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Weiss
Multi-Strategy Advisers LLC: 1,321,641
George
A. Weiss: 1,321,641
Frederick
E. Doucette III: 1,321,641
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(iii)
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Sole
power to dispose or to direct the disposition of
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Weiss
Multi-Strategy Advisers LLC: 0
George
A. Weiss: 0
Frederick
E. Doucette III: 0
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(iv)
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Shared
power to dispose or to direct the disposition of
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Weiss
Multi-Strategy Advisers LLC: 1,955,000
George
A. Weiss: 1,955,000
Frederick
E. Doucette III: 1,955,000
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Item
5.
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Ownership
of Five Percent or Less of a Class.
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If
this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following
[x].
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Item
6.
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Ownership
of More Than Five Percent on Behalf of Another
Person.
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If
any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of,
such securities, a statement to that effect should be included in response
to this item and, if such interest relates to more than 5 percent of the
class, such person should be identified. A listing of the
shareholders of an investment company registered under the Investment
Company Act of 1940 or the beneficiaries of employee benefit plan, pension
fund or endowment fund is not required.
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N/A
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company or Control
Person.
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If
a parent holding company or control person has filed this schedule,
pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and
attach an exhibit stating the identity and the Item 3 classification of
the relevant subsidiary. If a parent holding company or control
person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d),
attach an exhibit stating the identification of the relevant
subsidiary.
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N/A
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Item
8.
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Identification
and Classification of Members of the
Group.
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If
a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J),
so indicate under Item 3(j) and attach an exhibit stating the identity and
Item 3 classification of each member of the group. If a group
has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach
an exhibit stating the identity of each member of the group.
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N/A
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Item
9.
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Notice
of Dissolution of Group.
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Notice
of dissolution of a group may be furnished as an exhibit stating the date
of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by
members of the group, in their individual capacity. See Item
5.
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N/A
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Item
10.
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Certification.
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By
signing below, each Reporting Person certifies that, to the best of its
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.
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SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
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February
12, 2010
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(Date)
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Weiss
Multi-Strategy Advisers LLC (1)
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By:
/s/ George A Weiss
Title: Managing
Member
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/s/
George A. Weiss (1)
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George
A. Weiss
/s/
Frederick E. Doucette III (1)
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Frederick
E. Doucette III
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(1) The
Reporting Persons specifically disclaim beneficial ownership of the securities
reported herein except to the extent of their pecuniary interest
therein.
The
original statement shall be signed by each person on whose behalf the statement
is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by
reference. The name and any title of each person who signs the
statement shall be typed or printed beneath his signature.
Note. Schedules
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See s.240.13d-7 for other parties for whom
copies are to be sent.
Attention. Intentional
misstatements or omissions of fact constitute Federal criminal violations (see
18 U.S.C. 1001).
Exhibit
A
AGREEMENT
The
undersigned agree that this Schedule 13G Amendment dated February 12, 2010
relating to the Common Stock, $0.0001 par value, of Retail Opportunity
Investments Corp. (f/k/a NRDC Acquisition Corp) shall be filed on behalf of the
undersigned.
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February
12, 2010
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(Date)
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Weiss
Multi-Strategy Advisers LLC
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By:
/s/ George A Weiss
Title: Managing
Member
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/s/
George A. Weiss
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George
A. Weiss
/s/
Frederick E. Doucette III
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Frederick
E. Doucette III
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SK 25405 0004
1070686