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Filing Details

Accession Number:: 0001411686-11-000062
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2011-10-31 16:41:27
Reporting Period:: 2011-10-27

Filing Date:: 2011-10-31
Accepted Time:: 2011-10-31 16:41:27
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1407623	Retail Opportunity Investments Corp	ROIC	Real Estate Investment Trusts (6798)	260500600

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1137521	Glenhill Advisors Llc	156 West 56Th Street 17Th Floor New York NY 10019	No	No	No	Yes
1137522	Glenhill Capital Management Llc	156 West 56Th Street 17Th Floor New York NY 10019	No	No	No	Yes
1159120	J Glenn Krevlin	156 West 56Th Street 17Th Floor New York NY 10019	No	No	No	Yes
1300986	Glenhill Capital Overseas Master Fund, L.p.	156 West 56Th Street 17Th Floor New York NY 10019	No	No	No	Yes

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2011-10-27	10,000	$11.17	2,315,000	No	4	S	Indirect	See Footnote
Common Stock	Disposition	2011-10-28	10,000	$11.29	2,305,000	No	4	S	Indirect	See Footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See Footnote
No	4	S	Indirect	See Footnote

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock	Common Stock Purchase Warrant (Right to Buy)	$0.00			2,600,000	2,600,000	Indirect

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	2,600,000	2,600,000	Indirect

Footnotes

Reporting Person, Glenn J. Krevlin, is the managing member and control person of Glenhill Advisors, LLC, and is the sole shareholder of Krevlin Management, Inc., the managing member of Glenhill Capital Advisors, LLC, the investment manager of Glenhill Capital Overseas Master Fund, LP, which owns the reported securities. Glenhill Advisors, LLC is the managing member of Glenhill Capital Management, LLC. Glenhill Capital Management, LLC is the sole shareholder of Glenhill Capital Overseas GP, Ltd., the general partner of Glenhill Capital Overseas Master Fund, LP. The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. For reasons further described in Footnote 2 below, this Form 4 is being filed, not due to a statutory requirement, but rather as notice that the Reporting Persons are not subject to Section 16 with respect to the Issuer since they are not currently a 10% owner.
All of the warrants reported in Table II of this Form 4 were previously reported, and are included in this Form 4 solely to report that the exercise of the Issuer's warrants held by the Reporting Persons is subject to certain limitations as per the Issuer's Supplement & Amendment to Warrant Agreement dated as of October 20, 2009 (as filed with the U.S. Securities and Exchange Commission on October 26, 2009). As per such document, no person may exercise the Issuer's warrants if, taking into account any of the Issuer's common stock held by such person, and after giving effect to the proposed warrant exercise, such person will beneficially or constructively own shares in excess of 9.8% of the outstanding common stock of the Issuer. As a result of such limitations and taking into account the Issuer's common stock held by the Reporting Persons, the Reporting Persons are not currently a 10% owner of the Issuer's securities and are not subject to Section 16 with respect thereto.