UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): December 10, 2015

RETAIL OPPORTUNITY

INVESTMENTS CORP

(Exact Name of Registrant as Specified in Its Charter)

RETAIL OPPORTUNITY

INVESTMENTS PARTNERSHIP, LP

(Exact Name of Registrant as Specified in Its Charter)

Registrant’s telephone number, including area code: (858) 677-0900

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Item 1.01 Entry into a Material Definitive Agreement.

The information set forth in Item 3.02 is incorporated herein by reference.

Item 3.02 Unregistered Sale of Equity Securities

On December 10, 2015, Retail Opportunity Investments Partnership, LP (the "Operating Partnership") acquired Sternco Center (the "Transaction"), located in Bellevue, Washington, for consideration of approximately $49 million which was paid through the issuance of 2,823,790 units of limited partnership interest in the Operating Partnership (the "OP Units"). The OP Units were issued in a private placement in reliance on Section 4(2) of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. In connection with the Transaction, the Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership, as amended, was amended to reflect the issuance of OP Units in the Transaction and provide the redemption and related rights of holders of such OP Units.

In connection with the Transaction, Retail Opportunity Investments Corp. (the "Company") entered into a registration rights agreement with the sellers of Sternco Center who received OP Units pursuant to which it agreed, subject to certain exceptions, to use commercially reasonable efforts to file a shelf registration statement covering the resale of shares of common stock that may be issued upon exchange of such OP Units, and to use commercially reasonable efforts to cause such shelf registration statement to be declared effective as soon as practicable thereafter. In addition, the Company entered into a tax protection agreement pursuant to which it agreed, subject to certain exceptions, to indemnify the sellers of Sternco Center who received OP Units against certain tax liabilities, if such liabilities result from a transaction involving a direct or indirect taxable acquisition of Sternco Center.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.