RPT Realty (KIM+N) Form 4 RPT Realty / Raymond J. Merk ownership change

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

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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^*

Merk Raymond J.

(Last) (First) (Middle)

19 W 44TH STREET

SUITE 1002

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
RPT Realty [ NYSE: RPT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP and CAO

3. Date of Earliest Transaction (Month/Day/Year)
12/12/2023

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 Shares of Beneficial Interest	12/12/2023		A		4,731(1)	A	$0	51,599	D
Common Shares of Beneficial Interest	12/12/2023		M		18,000(2)	A	$0	69,599	D
Common Shares of Beneficial Interest	12/12/2023		A		19,736(3)	A	$0	89,335	D
Common Shares of Beneficial Interest	12/12/2023		A		14,990(4)	A	$0	104,325	D
Common Shares of Beneficial Interest	12/12/2023		A		27,598(5)	A	$0	131,923	D
Common Shares of Beneficial Interest	12/12/2023		F		48,998	D	$12.23	82,925	D

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
Performance Restricted Share Units(2)	(2)	12/12/2023		M			9,000	(2)	(2)	Common Shares of Beneficial Interest	18,000	$0	0	D

Explanation of Responses:

1. Represents restricted share units granted to the reporting person in March 2018 that were subject to performance-based vesting hurdles for the period from March 1, 2018 through December 31, 2024. In connection with that certain Agreement and Plan of Merger, dated as of August 28, 2023 (the "Merger Agreement"), by and among RPT Realty, a Maryland real estate investment trust ("RPT"), RPT Realty, L.P., a Delaware limited partnership, Kimco Realty Corporation, a Maryland corporation ("Kimco"), Kimco Realty OP, LLC, a Delaware limited liability company ("Kimco OP"), Tarpon Acquisition Sub, LLC, a Delaware limited liability company and direct wholly owned subsidiary of Kimco, and Tarpon OP Acquisition Sub, LLC, a Delaware limited liability company and direct wholly owned subsidiary of Kimco OP, the Compensation and Human Capital Committee of the Board of Trustees of RPT (the "Compensation Committee") accelerated the vesting of such restricted share units, effective as of December 12, 2023.

2. Represents restricted share units granted to the reporting person in October 2020 that were subject to vesting based on the appreciation of RPT's common share price during the period from October 27, 2020 through December 31, 2024. In connection with the Merger Agreement, the Compensation Committee accelerated the vesting of such restricted shares units, effective as of December 12, 2023.

3. Represents restricted share units granted to the reporting person in February 2021 that were subject to performance-based vesting hurdles for the period from January 1, 2021 through December 31, 2023. In connection with the Merger Agreement, the Compensation Committee accelerated the vesting of such restricted shares units, effective as of December 12, 2023.

4. Represents restricted share units granted to the reporting person in March 2022 that were subject to performance-based vesting hurdles for the period from January 1, 2022 through December 31, 2024. In connection with the Merger Agreement, the Compensation Committee accelerated the vesting of such restricted shares units, effective as of December 12, 2023.

5. Represents restricted share units granted to the reporting person in March 2023 that were subject to performance-based vesting hurdles for the period from January 1, 2023 through December 31, 2025. In connection with the Merger Agreement, the Compensation Committee accelerated the vesting of such restricted shares units, effective as of December 12, 2023.

Remarks:

	/s/ Raymond Merk	12/14/2023
	** 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).
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