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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Retail Opportunity Investments Corp
(Name of Issuer)
Common Stock
(Title of Class of Securities)
76131N101
(CUSIP Number)
December 31, 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: 5,397,280 (See Item 4)
Number of
Shares 6. Shared Voting Power: 0
Beneficially
Owned by 7. Sole Dispositive Power: 5,397,280 (See Item 4)
Each Reporting
Person With 8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person
5,397,280 (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).
Effective October 12, 2011, Deephaven, Inc. registered as an investment
adviser with the SEC. Future Schedule 13G filings, as applicable, will be
filed pursuant to Rule 13d-1(b), 13d-2(b), and 13d-2(c).
Item 4. Ownership
The Reporting Persons may be deemed to be the beneficial owners of 5,397,280
warrants to purchase 5,397,280 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, 1,722,828
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