As of the close of business on October 21, 2021, the reporting persons beneficially owned an aggregate of 11,577,991 shares of the Issuers Class A Common Stock or 5.4% of the Issuers Class A Common Stock outstanding, which percentage was calculated based on 214,797,869 shares of the Issuers Class A Common Stock outstanding as of September 9, 2021, as reported in the Issuers proxy statement filed on September 14, 2021.
On October 22, 2021, Kite Realty Group Trust, a Maryland real estate investment trust ("Kite Realty"), completed the transactions contemplated by the definitive Agreement and Plan of Merger, dated as of July 18, 2021 (the "Merger Agreement"), by and among Kite Realty, KRG Oak, LLC ("Merger Sub") and the Issuer. Pursuant to the Merger Agreement, Kite Realty and the Issuer combined through a merger of the Issuer with and into Merger Sub, with Merger Sub continuing as the surviving entity and a wholly owned subsidiary of Kite Realty (the "Merger"). Immediately following the closing of the Merger, Merger Sub merged with and into Kite Realty Group, L.P., a Delaware limited partnership and the operating partnership of Kite Realty ("Kite Realty Operating Partnership"), so that all of the assets of Kite Realty continue to be owned at or below the Kite Realty Operating Partnership level. Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger, each share of the Issuers Class A Common Stock issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive 0.623 common shares of beneficial interest of Kite Realty, par value $0.01 per share ("Kite Realty Common Shares"), plus the right, if any, to receive cash in lieu of fractional Kite Realty Common Shares into which such shares of the Issuers Class A Common Stock would have been converted pursuant to the terms and subject to the conditions set forth in the Merger Agreement. Accordingly, as a result of the consummation of the Merger, the reporting persons no longer beneficially owned any shares of the Issuers Class A Common Stock.
(b) Percent of Class:
0.0%
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CUSIP
No.
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76131V202
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SCHEDULE 13G
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Page
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13
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of
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16
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(c) Number of shares as to which such person
has:
(i) Sole power to vote or to direct the vote
-0-
(ii) Shared power to vote or to direct the vote
-0- (See Item 4(a))
(iii) Sole power to dispose or to direct the disposition of
-0-
(iv) Shared power to dispose or to direct the disposition of
-0- (See Item 4(a))
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 person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following þ .
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 I.
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 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.
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CUSIP
No.
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76131V202
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SCHEDULE 13G
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Page
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14
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Exhibits:
Exhibit I: Joint Filing Agreement, dated as of October 28, 2021, by and among Integrated Core Strategies (US) LLC, ICS Opportunities II LLC, ICS Opportunities, Ltd., Integrated Assets, Ltd., Millennium International Management LP, Millennium Management LLC, Millennium Group Management LLC and Israel A. Englander.
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CUSIP
No.
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76131V202
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SCHEDULE 13G
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Page
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15
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of
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16
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SIGNATURE
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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: October 28, 2021
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INTEGRATED CORE STRATEGIES (US) LLC
By: Integrated Holding Group LP,
its Managing Member
By: Millennium Management LLC,
its General Partner
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By: /s/ Gil Raviv
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Name: Gil Raviv
Title: Global General Counsel
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ICS OPPORTUNITIES II LLC
By: Millennium International Management LP,
its Investment Manager
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By: /s/ Gil Raviv
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Name: Gil Raviv
Title: Global General Counsel
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ICS OPPORTUNITIES, LTD.
By: Millennium International Management LP,
its Investment Manager
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By: /s/Gil Raviv
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Name: Gil Raviv
Title: Global General Counsel
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INTEGRATED ASSETS, LTD.
By: Millennium International Management LP,
its Investment Manager
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By: /s/Gil Raviv
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Name: Gil Raviv
Title: Global General Counsel
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MILLENNIUM INTERNATIONAL MANAGEMENT LP
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By: /s/Gil Raviv
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Name: Gil Raviv
Title: Global General Counsel
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MILLENNIUM MANAGEMENT LLC
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By: /s/Gil Raviv
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Name: Gil Raviv
Title: Global General Counsel
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MILLENNIUM GROUP MANAGEMENT LLC
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By: /s/Gil Raviv
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Name: Gil Raviv
Title: Global General Counsel
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/s/ Israel A.
Englander
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Israel
A. Englander
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CUSIP
No.
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76131V202
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SCHEDULE 13G
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Page
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16
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of
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16
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EXHIBIT I
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JOINT
FILING AGREEMENT
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This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Class A Common Stock, par value $0.001 per share, of Retail Properties of America, Inc., a Maryland corporation, will be filed on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Dated: October 28, 2021
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INTEGRATED CORE STRATEGIES (US) LLC
By: Integrated Holding Group LP,
its Managing Member
By: Millennium Management LLC,
its General Partner
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By: /s/ Gil Raviv
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Name: Gil Raviv
Title: Global General Counsel
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ICS OPPORTUNITIES II LLC
By: Millennium International Management LP,
its Investment Manager
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By: /s/ Gil Raviv
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Name: Gil Raviv
Title: Global General Counsel
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ICS OPPORTUNITIES, LTD.
By: Millennium International Management LP,
its Investment Manager
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By: /s/Gil Raviv
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Name: Gil Raviv
Title: Global General Counsel
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INTEGRATED ASSETS, LTD.
By: Millennium International Management LP,
its Investment Manager
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By: /s/Gil Raviv
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Name: Gil Raviv
Title: Global General Counsel
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MILLENNIUM INTERNATIONAL MANAGEMENT LP
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By: /s/Gil Raviv
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Name: Gil Raviv
Title: Global General Counsel
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MILLENNIUM MANAGEMENT LLC
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By: /s/Gil Raviv
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Name: Gil Raviv
Title: Global General Counsel
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MILLENNIUM GROUP MANAGEMENT LLC
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By: /s/Gil Raviv
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Name: Gil Raviv
Title: Global General Counsel
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/s/ Israel A.
Englander
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Israel A. Englander
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