UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Retail Opportunity Investments Corp (Name of Issuer) Common Stock (Title of Class of Securities) 76131N101 (CUSIP Number) September 7, 2011 (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).CUSIP No. 76131N101 1. Names of Reporting Persons. Deephaven, Inc. 2. Check the Appropriate Box if a Member Of a Group [ ] (a) [ ] (b) 3. SEC Use Only 4. Citizenship or Place of Organization Delaware, United States 5. Sole Voting Power: 4,571,390 (See Item 4) Number of Shares 6. Shared Voting Power: 0 Beneficially Owned by 7. Sole Dispositive Power: 4,571,390 (See Item 4) Each Reporting Person With 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by Each Reporting Person 4,571,390 (See Item 4) 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 9.80% 12. Type of Reporting Person IA Item 1. (a) Name of Issuer: Retail Opportunity Investments Corp (b) Address of Issuer's Principal Executive Offices: 3 Manhattanville Road Purchase, NY 10577 Item 2. (a) Name of Person Filing: Deephaven, Inc. (b) Address of Principal Business Office, or, if None, Residence: 14601 27th Ave. N, Suite. 102 Plymouth, MN 55447 (c) Citizenship: Please see Item 4 on the cover sheet for each of the Reporting Persons (d) Title of Class of Securities: Common Stock (e) CUSIP No.: 76131N101 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) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with Rule 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; (j) [ ] A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); (k) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(K). Not Applicable. Item 4. Ownership The Reporting Persons may be deemed to be the beneficial owners of 4,571,390 warrants to purchase 4,571,390 shares of common stock (the "Warrants"). The Warrants contain an issuance limitation on their exercise that prohibit the holder from exercising the warrants to the extent that such exercise would result in the beneficial ownership by such holder of more than 9.8% of the number of the shares outstanding immediately after giving effect to the issuance of shares upon exercise of the warrants (the "Blocker Provisions"). As a result of the Blocker Provisions, as of the date hereof, 261,379 shares that would otherwise be issuable upon exercise of the warrants may not be so issued, and therefore are not included in the beneficial ownership calculations reported herein. 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 or Control Person 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. Certifications 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. 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 6, 2012 Deephaven, Inc. By: /s/ Irvin R. Kessler -------------------------- Name: Irvin R. Kessler Title: Managing Member and Chief Investment Officer