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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

 

SCHEDULE 13G/A

 

Under the Securities Exchange Act of 1934

(Amendment No. 2)



 

Retail Opportunity Investments Corp
(Name of Issuer)

 

 

Common Stock
(Title of Class of Securities)

 

 

76131N101
(CUSIP Number)

 

 

December 31, 2012
(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

o Rule 13d-1(b)

x Rule 13d-1(c)

o 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 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
 SCHEDULE 13G/A
Page 2 of 6 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 
 
Deephaven, Inc.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 Delaware, United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
5,184,200 (See Item 4)
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
5,184,200 (See Item 4)
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,184,200 (See Item 4)
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
9.80%
12
TYPE OF REPORTING PERSON (See Instructions)
 
IA

 

 
 

 

CUSIP No.  76131N101
 SCHEDULE 13G/A
Page 3 of 6 Pages

 

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 refer to Item 4 on each cover sheet for each filing person 

 (d) Title of Class of Securities

Common Stock

 (e) CUSIP No.:

76131N101

 
 

 

CUSIP No.  76131N101
 SCHEDULE 13G/A
Page 4 of 6 Pages

 

 

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)o 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) ¨ A 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:                            
       

 
 

 

CUSIP No.  76131N101
 SCHEDULE 13G/A
Page 5 of 6 Pages

 

 

Item 4. Ownership

The Reporting Persons may be deemed to be the beneficial owners of 5,184,200 warrants to purchase 5,184,200 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 3,826,957 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. 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.

 

 

 
 
CUSIP No. 76131N101
 SCHEDULE 13G/A
Page 6 of 6 Pages

 

 

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, 2013

 

  Deephaven, Inc.
       
  By:  Irvin R. Kessler
    Name:  Irvin R. Kessler
    Title:  Managing Member and Chief Investment Officer