Edgar Filing: RETAIL PROPERTIES OF AMERICA, INC.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

GAUVREAU PAUL

2. Issuer Name and Ticker or Trading Symbol
RETAIL PROPERTIES OF AMERICA, INC. [RPAI]

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

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

2901 BUTTERFIELD ROAD

3. Date of Earliest Transaction (Month/Day/Year)
10/05/2012

(Street)

OAK BROOK, IL 60523

4. If Amendment, Date 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

(City)

(State)

(Zip)

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
Class A common stock ⁽¹⁾	10/05/2012		C		11,173	A	⁽²⁾	22,346	D

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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class B-1 common stock

⁽³⁾

10/05/2012

11,173

⁽³⁾

Class A common stock

11,173

⁽²⁾

Class A common stock option (right to buy) ⁽¹⁾

$ 22.375 ⁽⁴⁾

10/05/2012

300

⁽⁵⁾

02/28/2013

Class A common stock

300

$ 0

300

Class B-1 common stock option (right to buy)

⁽⁴⁾

10/05/2012

300

⁽⁵⁾

02/28/2013

Class B-1 common stock

300

$ 0

Class A common stock option (right to buy) ⁽¹⁾

$ 22.375 ⁽⁴⁾

10/05/2012

06/08/2006

06/07/2014

Class A common stock

$ 0

Class B-1 common stock option (right to buy)

⁽⁴⁾

10/05/2012

06/08/2006

06/07/2014

Class B-1 common stock

$ 0

Class A common stock option (right to buy) ⁽¹⁾

$ 22.375 ⁽⁴⁾

10/05/2012

06/07/2007

06/06/2015

Class A common stock

$ 0

Class B-1 common stock option (right to buy)

⁽⁴⁾

10/05/2012

06/07/2007

06/06/2015

Class B-1 common

$ 0

Class A common stock option (right to buy) ⁽¹⁾

$ 25 ⁽⁴⁾

10/05/2012

10/10/2008

10/09/2016

Class A common stock

$ 0

Class B-1 common stock option (right to buy)

⁽⁴⁾

10/05/2012

10/10/2008

10/09/2016

Class B-1 common stock

$ 0

Class A common stock option (right to buy) ⁽¹⁾

$ 25 ⁽⁴⁾

10/05/2012

11/13/2009

11/12/2017

Class A common stock

$ 0

Class B-1 common stock option (right to buy)

⁽⁴⁾

10/05/2012

11/13/2009

11/12/2017

Class B-1 common stock

$ 0

Class A common stock option (right to buy) ⁽¹⁾

$ 25 ⁽⁴⁾

10/05/2012

500

10/14/2010

10/13/2018

Class A common stock

500

$ 0

500

Class B-1 common stock option (right to buy)

⁽⁴⁾

10/05/2012

500

10/14/2010

10/13/2018

Class B-1 common stock

500

$ 0

Class A common stock option (right to buy) ⁽¹⁾

$ 21.25 ⁽⁴⁾

10/05/2012

500

10/13/2011

10/12/2019

Class A common stock

500

$ 0

500

Class B-1 common stock option (right to buy)

⁽⁴⁾

10/05/2012

500

10/13/2011

10/12/2019

Class B-1 common stock

500

$ 0

Class A common stock option (right to buy) ⁽¹⁾

$ 17.125 ⁽⁴⁾

10/05/2012

500

10/12/2012

10/11/2020

Class A common stock

500

$ 0

500

Class B-1 common stock option (right to buy)

⁽⁴⁾

10/05/2012

500

10/12/2012

10/11/2020

Class B-1 common stock

500

$ 0

Class A common stock option (right to buy) ⁽¹⁾

$ 17.375 ⁽⁴⁾

10/05/2012

500

10/11/2013

10/10/2021

Class A common stock

500

$ 0

500

Class B-1 common stock option (right to buy)

⁽⁴⁾

10/05/2012

500

10/11/2013

10/10/2021

Class B-1 common stock

500

$ 0

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GAUVREAU PAUL 2901 BUTTERFIELD ROAD OAK BROOK, IL 60523	X

Signatures

/s/ Dennis K. Holland, attorney in fact		10/10/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	In March 2012, Retail Properties of America, Inc. effectuated a reverse split of its then outstanding common stock, redesignated its common stock as Class A common stock, and subsequently paid a stock dividend pursuant to which each outstanding share of Class A common stock received one share each of Class B-1, Class B-2, and Class B-3 common stock. The net result was each previously outstanding share of common stock converted into 1/10 of a share of each of Class A, Class B-1, Class B-2, and Class B-3 common stock and each option to buy a previously outstanding share of common stock being converted into an option to buy 1/10 of a share of each of Class A, Class B-1, Class B-2, and Class B-3 common stock. On October 5, 2012, the Class B-1 common stock automatically converted into Class A common stock on a one-for-one basis and options to buy shares of Class B-1 common stock automatically converted into options to buy an equal number of shares of Class A common stock.
(2)	Converted from shares of Class B-1 common stock into Class A common stock on a one-for-one basis.
(3)	The Class B-1 common stock automatically converted into Class A common stock on October 5, 2012 on a one-for-one basis.
(4)	Converted from an option to buy shares of Class B-1 common stock into an option to buy an equal number of shares of Class A common stock.
(5)	One third became exercisable on each of March 1, 2003, March 1, 2004 and March 1, 2005.

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