UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Retail Opportunity Investments Corp.
(Name of issuer)
Common Stock, $0.0001 par value per share
(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 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).
Page 1 of 8
|
CUSIP No. 76131N101
| ||||||
| 1. | Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only).
QVT Financial LP 11-3694008 | |||||
| 2. | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with: |
5. | Sole voting power
0 | ||||
| 6. | Shared voting power
1,782,201 | |||||
| 7. | Sole dispositive power
0 | |||||
| 8. | Shared dispositive power
1,782,201 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person
1,782,201 | |||||
| 10. |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| 11. |
Percent of class represented by amount in Row (9)
4.12% | |||||
| 12. |
Type of reporting person (see instructions)
PN | |||||
Page 2 of 8
|
CUSIP No. 76131N101
| ||||||
| 1. | Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only).
QVT Financial GP LLC 11-3694007 | |||||
| 2. | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with: |
5. | Sole voting power
0 | ||||
| 6. | Shared voting power
1,782,201 | |||||
| 7. | Sole dispositive power
0 | |||||
| 8. | Shared dispositive power
1,782,201 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person
1,782,201 | |||||
| 10. |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| 11. |
Percent of class represented by amount in Row (9)
4.12% | |||||
| 12. |
Type of reporting person (see instructions)
OO | |||||
Page 3 of 8
|
CUSIP No. 76131N101
| ||||||
| 1. | Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only).
QVT Fund LP 98-0415217 | |||||
| 2. | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization
Cayman Islands | |||||
| Number of shares beneficially owned by each reporting person with: |
5. | Sole voting power
0 | ||||
| 6. | Shared voting power
1,608,786 | |||||
| 7. | Sole dispositive power
0 | |||||
| 8. | Shared dispositive power
1,608,786 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person
1,608,786 | |||||
| 10. |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| 11. |
Percent of class represented by amount in Row (9)
3.73% | |||||
| 12. |
Type of reporting person (see instructions)
PN | |||||
Page 4 of 8
|
CUSIP No. 76131N101
| ||||||
| 1. | Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only).
QVT Associates GP LLC 01-0798253 | |||||
| 2. | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with: |
5. | Sole voting power
0 | ||||
| 6. | Shared voting power
1,782,201 | |||||
| 7. | Sole dispositive power
0 | |||||
| 8. | Shared dispositive power
1,782,201 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person
1,782,201 | |||||
| 10. |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| 11. |
Percent of class represented by amount in Row (9)
4.12% | |||||
| 12. |
Type of reporting person (see instructions)
OO | |||||
Page 5 of 8
| Item 1 | (a). |
Name of Issuer | ||||||||||
| Retail Opportunity Investments Corp. (the “Issuer”) | ||||||||||||
| Item 1 | (b). |
Address of Issuer’s Principal Executive Offices | ||||||||||
| The address of the Issuer’s principal executive offices is: | ||||||||||||
| 3 Manhattanville Road, Purchase, New York 10577, United States | ||||||||||||
| Item 2 | (a). |
Name of Person Filing | ||||||||||
| Item 2 | (b). |
Address of Principal Business Office or, if none, Residence | ||||||||||
| Item 2 | (c). |
Citizenship | ||||||||||
| QVT Financial LP 1177 Avenue of the Americas, 9th Floor New York, New York 10036 Delaware Limited Partnership |
||||||||||||
| QVT Financial GP LLC 1177 Avenue of the Americas, 9th Floor New York, New York 10036 Delaware Limited Liability Company |
||||||||||||
| QVT Fund LP Walkers SPV, Walkers House Mary Street George Town, Grand Cayman, KY1 9001 Cayman Islands Cayman Islands Limited Partnership |
||||||||||||
| QVT Associates GP LLC 1177 Avenue of the Americas, 9th Floor New York, New York 10036 Delaware Limited Liability Company |
||||||||||||
| Item 2 | (d). |
Title of Class of Securities | ||||||||||
| Common stock, $0.0001 par value per share (the “Common Stock”). | ||||||||||||
| Item 2 | (e). |
CUSIP Number | ||||||||||
| The CUSIP number of the Common Stock is 76131N101. | ||||||||||||
| Item 3. | 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: | |||||||||||
| (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | ||||||||||
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | ||||||||||
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | ||||||||||
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | ||||||||||
| (e) | ¨ | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | ||||||||||
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | ||||||||||
| (g) | ¨ | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | ||||||||||
| (h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||||||||||
| (i) | ¨ | 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); | ||||||||||
| (j) | ¨ | A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J); | ||||||||||
| (k) | ¨ | 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: . | ||||||||||
Page 6 of 8
| Item 4. | Ownership. | |||||||||
| (a) | Amount beneficially owned: | |||||||||
| QVT Financial LP (“QVT Financial”) is the investment manager for QVT Fund LP (the “Fund”), which beneficially owns 1,608,786 shares of Common Stock underlying share purchase warrants (the “Warrants”), and for Quintessence Fund L.P. (“Quintessence”), which beneficially owns 173,415 shares of Common Stock underlying Warrants. QVT Financial has the power to direct the vote and disposition of the Common Stock held by the Fund and Quintessence. Accordingly, QVT Financial may be deemed to be the beneficial owner of an aggregate amount of 1,782,201 shares of Common Stock, consisting of the shares owned by the Fund and Quintessence. | ||||||||||
| QVT Financial GP LLC, as General Partner of QVT Financial, may be deemed to beneficially own the same number of shares of Common Stock reported by QVT Financial. QVT Associates GP LLC, as General Partner of the Fund and Quintessence, may be deemed to beneficially own the aggregate number of shares of Common Stock owned by the Fund and Quintessence, and accordingly, QVT Associates GP LLC may be deemed to be the beneficial owner of an aggregate amount of 1,782,201 shares of Common Stock. | ||||||||||
| Each of QVT Financial and QVT Financial GP LLC disclaims beneficial ownership of the shares of Common Stock owned by the Fund and Quintessence. QVT Associates GP LLC disclaims beneficial ownership of all shares of Common Stock owned by the Fund and Quintessence, except to the extent of its pecuniary interest therein. | ||||||||||
| The percentage disclosed in Item 11 of the Cover Pages for each reporting person is calculated based upon the sum of (i) 41,519,675 shares of Common Stock outstanding, which is the total number of shares issued and outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q, as amended, for the quarter ended September 30, 2009 and filed with the Securities and Exchange Commission on December 16, 2009, and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants held by such reporting person. | ||||||||||
| (b) | Percent of class: | |||||||||
| See Item 11 of the Cover Pages to this Schedule 13G. | ||||||||||
| (c) | Number of shares as to which the person has: | |||||||||
| (i) | Sole power to vote or to direct the vote | |||||||||
| 0 | ||||||||||
| (ii) | Shared power to vote or to direct the vote | |||||||||
| See item (a) above. | ||||||||||
| (iii) | Sole power to dispose or to direct the disposition of | |||||||||
| 0 | ||||||||||
| (iv) | Shared power to dispose or to direct the disposition of | |||||||||
| See item (a) above. | ||||||||||
| Item 5. | Ownership of Five Percent or Less of a Class | |||||||||
| 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. | ||||||||||
| 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 | |||||||||
| Not Applicable | ||||||||||
| Item 9. | Notice of Dissolution of Group | |||||||||
| Not Applicable | ||||||||||
| Item 10. | 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. | ||||||||||
Page 7 of 8
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.
Dated: February 12, 2010
| QVT FINANCIAL LP | QVT FUND LP | |||||||
| By QVT Financial GP LLC, its General Partner |
By QVT Associates GP LLC, its General Partner | |||||||
| By: | /S/ OREN EISNER |
By: | /S/ OREN EISNER | |||||
| Name: | Oren Eisner | Name: | Oren Eisner | |||||
| Title: | Authorized Signatory | Title: | Authorized Signatory | |||||
| QVT FINANCIAL GP LLC | QVT ASSOCIATES GP LLC | |||||||
| By: | /S/ OREN EISNER |
By: | /S/ OREN EISNER | |||||
| Name: | Oren Eisner | Name: | Oren Eisner | |||||
| Title: | Authorized Signatory | Title: | Authorized Signatory | |||||
Page 8 of 8