SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* BAKER RICHARD A. (Last) (First) (Middle) C/O RETAIL OPPORTUNITY INVESTMENTS CORP. 8905 TOWNE CENTRE DRIVE, SUITE 108 (Street) SAN DIEGO CA 92122 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol RETAIL OPPORTUNITY INVESTMENTS CORP [ ROIC ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) X Other (specify below) Non-Executive Chairman
	3. Date of Earliest Transaction (Month/Day/Year) 02/01/2013
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.0001 per share								50,191(1)	D
Common Stock, par value $0.0001 per share	02/01/2013		X		8,000,000	A	$12	8,000,000	I	See footnote(3)
Common Stock, par value $0.0001 per share	02/01/2013		F		7,311,500(2)	D	$13.13	688,500	I	See footnote(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant (right to buy)	$12	02/01/2013		X			8,000,000	10/20/2009	(4)	Common Stock	8,000,000	$0	0	I	See footnote(3)

Explanation of Responses:

1. On a Form 4 filed in respect of the reporting person on January 14, 2013, Item 5., "Amount of Securities Beneficially Owned Following Reported Transaction(s)" incorrectly specified 55,433 shares. The correct number was 50,191 shares.

2. On February 1, 2013, NRDC Capital Management, LLC ("NRDC") exercised a warrant to purchase 8,000,000 shares of the Issuer's Common Stock. NRDC paid the exercise price on a cashless basis, resulting in the Issuer withholding 7,311,500 of the shares to pay the exercise price and issuing to NRDC the remaining 688,500 shares.

3. NRDC was the direct owner of 8,000,000 warrants to acquire shares of the Issuer's Common Stock. William L. Mack, Robert C. Baker, Richard A. Baker and Lee S. Neibart, as the sole members and managers of NRDC, may be deemed to be the beneficial owners of the shares of the Issuer's Common Stock held by NRDC.

4. The warrants expire on the earlier of (i) October 23, 2014 and (ii) the date of redemption of the warrants by the Issuer pursuant to the Warrant Agreement dated as of October 17, 2007, as supplemented and amended by the Supplement & Amendment to the Warrant Agreement dated as of October 20, 2009.

	/s/ Richard A. Baker	02/05/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.