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)
Chief Accounting Officer
3. Date of Earliest Transaction (Month/Day/Year)
10/27/2020
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
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(1)(2) (1)(2) 10/27/2020 A 9,000 (1)(2) (1)(2) Common Shares of Beneficial Interest 18,000 $0 9,000 D
Explanation of Responses:
1. Represents performance-based restricted share units ("PSUs") granted as a performance award under the Issuer's 2019 Omnibus Long-Term Incentive Plan (the "Plan"). The vesting of the PSUs is based on the appreciation of the Issuer's common share price during the period from October 26, 2020 through December 31, 2024 and the reporting person's continued employment through the end of the performance period. None of the PSUs will vest unless the Issuer's common share price appreciates by at least 25% during the performance period, and the maximum number of PSUs (i.e., 200%) will only vest if the Issuer's common share price appreciates by at least 100% during the performance period.
2. Subject to continued employment, 50% of the PSUs will vest if the share price appreciates at least 25% but less than 50%, 100% of the PSUs will vest if the share price appreciates by at least 50% but less than 75%, 150% of the PSUs will vest if the share price appreciates by at least 75% but less than 100% and 200% of the PSUs will vest if the share price appreciates 100% or more during the performance period. Vested PSUs will be settled following the end of the performance period in common shares of beneficial interest of the Issuer, to the extent permitted under the Plan, or in cash equal in value to the common shares that otherwise would have been issued. These PSUs will expire and cease to exist following settlement. PSUs may be settled prior to the end of the performance period in connection with the termination of the reporting person's employment in certain circumstances to the extent the PSUs are then earned based on appreciation of the Issuer's common share price.
Remarks:
/s/ Mark Orlando, attorney-in-fact 10/29/2020
** 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.
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