Filing Details

Item 1(a).

Name of Issuer:

Retail Value Inc. ("Issuer")

Item 1(b).

Address of Issuer's Principal Executive Offices:

3300 Enterprise Parkway

Beachwood, Ohio 44122

Item 2(a).

Name of Persons Filing:

The names of the persons filing this statement on Schedule 13G are (collectively, the "Reporting Persons"):

·	Luxor Capital Partners, LP, a Delaware limited partnership (the "Onshore Fund");

·	Luxor Wavefront, LP, a Delaware limited partnership (the "Wavefront Fund");

·	Luxor Capital Partners Offshore Master Fund, LP, a Cayman Islands exempted limited partnership (the "Offshore Master Fund");

·	Luxor Capital Partners Offshore, Ltd., a Cayman Islands exempted company (the "Offshore Feeder Fund");

·	LCG Holdings, LLC, a Delaware limited liability company ("LCG Holdings");

·	Luxor Capital Group, LP, a Delaware limited partnership ("Luxor Capital Group");

·	Luxor Management, LLC, a Delaware limited liability company ("Luxor Management");  and

·	Christian Leone, a United States citizen ("Mr. Leone").

The Offshore Master Fund is a subsidiary of the Offshore Feeder Fund. LCG Holdings is the general partner of the Onshore Fund, the Wavefront Fund and the Offshore Master Fund. Luxor Capital Group acts as the investment manager of the Onshore Fund, the Wavefront Fund, the Offshore Feeder Fund and the Offshore Master Fund (collectively, the "Funds"). Luxor Management is the general partner of Luxor Capital Group.  Mr. Leone is the managing member of Luxor Management.  Mr. Leone is the managing member of LCG Holdings.

By virtue of these relationships, LCG Holdings may be deemed to have voting and dispositive power with respect to the shares of Common Stock (as defined below) owned directly by the Onshore Fund, the Wavefront Fund and the Offshore Master Fund. By virtue of these relationships, each of Luxor Capital Group, Luxor Management and Mr. Leone may be deemed to have voting and dispositive power with respect to the shares of Common Stock beneficially owned by the Funds.

Item 2(b).

Address of Principal Business Office or, if None, Residence:

The principal business address of each of the Onshore Fund, the Wavefront Fund, Luxor Capital Group, Luxor Management, LCG Holdings and Mr. Leone is 1114 Avenue of the Americas, 28th Floor, New York, New York 10036.

The principal business address of each of the Offshore Master Fund and the Offshore Feeder Fund is c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.

Item 2(c).

Citizenship:

Mr. Leone is a citizen of the United States.

Each of Luxor Management and LCG Holdings is a limited liability company formed under the laws of the State of Delaware.

Each of the Onshore Fund, the Wavefront Fund and Luxor Capital Group is a limited partnership formed under the laws of the State of Delaware.

The Offshore Feeder Fund is a company formed under the laws of the Cayman Islands.

The Offshore Master Fund is a limited partnership formed under the laws of the Cayman Islands.

Item 2(d).

Title of Class of Securities:

Common stock, par value $0.10 per share (the "Common Stock")

Item 2(e).

CUSIP Number:

76133Q102

Item 3.

If This Statement is Filed Pursuant to Rule 13d 1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

(a)	Amount beneficially owned:

As of the close of business on July 11, 2018,

(i)	The Onshore Fund beneficially owned 759,916 shares of Common Stock;

(ii)	The Wavefront Fund beneficially owned 169,902 shares of Common Stock;

(iii)

The Offshore Master Fund beneficially owned 485,323 shares of Common Stock.  The Offshore Feeder Fund, as the owner of a controlling interest in the Offshore Master Fund, may be deemed to have beneficially owned the shares of Common Stock beneficially owned by the Offshore Master Fund;

(iv)	LCG Holdings, as the general partner of the Onshore Fund, the Wavefront Fund and the Offshore Master Fund may be deemed to have beneficially owned the 1,415,141 shares of Common Stock beneficially owned by the Onshore Fund, the Wavefront Fund and the Offshore Master Fund;

(v)	Luxor Capital Group, as the investment manager of the Funds, may be deemed to have beneficially owned 1,415,141 shares of Common Stock, beneficially owned by the Funds;

(vi)	Luxor Management, as the general partner of Luxor Capital Group, may be deemed to have beneficially owned the 1,415,141 shares of Common Stock beneficially owned by Luxor Capital Group; and

(vii)

Mr. Leone, as the managing member of Luxor Management, may be deemed to have beneficially owned the 1,415,141 shares of Common Stock beneficially owned by Luxor Management.

(b)	Percent of Class:

The aggregate percentage of Common Stock reported owned by each person named herein is based upon 18,465,166 shares of Common Stock outstanding as of July 2, 2018, which is the approximate total number of shares of Common Stock expected to be outstanding upon the closing of the spin-off of the Issuer based on information provided by the Issuer in its Form 10 Information Statement dated June 22, 2018. As of the close of business on July 11, 2018,

(i)	The Onshore Fund beneficially owned approximately 4.1% of the outstanding shares of Common Stock;

(ii)	The Wavefront Fund beneficially less than 1% of the outstanding shares of Common Stock;

(iii)

The Offshore Master Fund beneficially owned approximately 2.6% of the outstanding shares of Common Stock and the Offshore Feeder Fund may be deemed to have beneficially owned approximately 2.6% of the outstanding shares of Common Stock; and

(iv)	Each of LCG Holdings, Luxor Capital Group, Luxor Management and Mr. Leone may be deemed to have beneficially owned approximately 7.7% of the outstanding shares of Common Stock.

(c)	Number of shares as to which such person has:

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

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 Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following [  ].

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.

See Exhibit A.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certification.

By signing below each of the undersigned certifies that, to the best of his or its 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.

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.

Dated:

July 20, 2018

LUXOR CAPITAL PARTNERS, LP

By: LCG Holdings, LLC, as General Partner

By:  /s/ Norris Nissim
      Norris Nissim,
      General Counsel

LUXOR WAVEFRONT, LP

By: LCG Holdings, LLC, as General Partner

By:  /s/ Norris Nissim
      Norris Nissim,
      General Counsel

LUXOR CAPITAL PARTNERS OFFSHORE MASTER FUND, LP

By: LCG Holdings, LLC, as General Partner

By:  /s/ Norris Nissim
      Norris Nissim,
      General Counsel

LUXOR CAPITAL PARTNERS OFFSHORE, LTD.

By: Luxor Capital Group, LP, as investment manager

By:  /s/ Norris Nissim
      Norris Nissim,
      General Counsel

LUXOR CAPITAL GROUP, LP

By: Luxor Management, LLC, as General Partner

By:  /s/ Norris Nissim
      Norris Nissim,
      General Counsel

LCG HOLDINGS, LLC

By:  /s/ Norris Nissim
      Norris Nissim,
      General Counsel

LUXOR MANAGEMENT, LLC

By:  /s/ Norris Nissim
      Norris Nissim,
      General Counsel

/s/ Norris Nissim
NORRIS NISSIM, as Agent for Christian Leone