UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Retail Value Inc.
(Name of Issuer)
Common Shares, par value $0.10 per share
(Title of Class Securities)
76133Q102
(CUSIP Number)
December 31, 2019
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
*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 the disclosure 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).
Schedule 13G
Item 1.
Item 2.
(a) Amount beneficially owned:
As of December 31, 2019, the Reporting Persons beneficially owned the Common Shares referenced in Item 9 of the cover page pertaining to each Reporting Person
and such Item 9 disclosure is incorporated herein by reference.
The Common Shares beneficially owned by the Reporting Persons are directly held by Indaba Capital Fund, L.P. (the “Fund”), a private investment fund for which
the Investment Manager serves as investment manager. Pursuant to an Investment Management Agreement, the Fund and its general partner have delegated all voting and investment power over the Common Shares directly held by the Fund to the Investment
Manager.
(b) Percent of class:
Incorporated by reference to Item 11 of the cover page pertaining to each Reporting Person.
(c) Number of shares to which the person has:
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five
percent of the class securities, check the following [ ].
The Common Shares beneficially owned by the Reporting Persons are directly held by the Fund, for which the Investment Manager serves as investment manager.
Not applicable.
Not applicable.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of
business and 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.
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.
Date: February 14, 2020
EXHIBIT INDEX
Exhibit 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each
of them of this Schedule 13G (including additional amendments thereto) with respect to the common shares, par value $0.10 per share, of Retail Value Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement. The undersigned
acknowledge that each shall be responsible for the timely filing of any amendments to such joint filing and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the
completeness and accuracy of the information concerning the others.
Date: February 14, 2020