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SITE Centers Corp. Director's Dealing 2012

Oct 4, 2012

32903_dirs_2012-10-04_0f76be76-10b2-4e98-8b48-44aa819d6b32.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DDR CORP (DDR)
CIK: 0000894315
Period of Report: 2012-10-02

Reporting Person: Otto Alexander (10% Owner)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2012-10-02 Call Option (obligation to sell) $15.0527 E 6810538 Disposed Common Stock (6810538) Direct
2012-10-02 Call Option (obligation to sell) $15.50 S 6810538 Disposed Common Stock (6810538) Direct

Footnotes

F1: On October 2, 2012, the covered call option written by Mr. Alexander Otto ("Mr. Otto") pursuant to the covered call option agreement (the "Original Covered Call Agreement"), dated March 29, 2012, to cover a period of 6 months and 1 week, was cancelled and rolled forward into the Amended Covered Call Agreement (as defined and discussed in Footnotes 3 and 4). Pursuant to the Original Covered Call Agreement, Mr. Otto wrote a covered call option with respect to 6,810,538 shares beneficially owned by Mr. Otto, which was separated into 15 separate components containing an aggregate amount of 6,810,538 call options: 14 of which contain 454,035 call options and 1 of which contains 454,048 call options. All of the call options under the Original Covered Call Agreement had an exercise price of $15.0527 per share, which was determined on March 30, 2012. (Continued to Footnote 2)

F2: (Continued from Footnote 1) The premium per share to Mr. Otto under the Original Covered Call Agreement was $0.3914, for an aggregate premium of $2,665,644.57. Each of the 14 components containing 454,035 call options would have expired on October 8, 9, 10, 11, 12, 15, 16, 17, 18, 19, 22, 23, 24 and 25 of 2012, respectively, and the component containing 454,048 call options would have expired on October 26, 2012 (for each component, the "Original Expiration Date"). The call options constituting each component of the covered call option could have been exercised only on the Original Expiration Date for that component. The underlying shares with respect to the options are pledged by Mr. Otto until such time as the options expire.

F3: On October 2, 2012, Mr. Otto rolled forward the Original Covered Call Agreement by amending and restating the terms and conditions of the Original Covered Call Agreement (as amended and restated, the "Amended Covered Call Agreement"). In the Amended Covered Call Agreement, the exercise price was increased and the expiration or maturity dates of the call options were extended. The amount of shares subject to the Amended Covered Call Agreement remains the same. Pursuant to the Amended Covered Call Agreement, Mr. Otto wrote a covered call option with respect to 6,810,538 shares beneficially owned by Mr. Otto, which is separated into 15 separate components containing an aggregate amount of 6,810,538 call options: 14 of which contain 454,035 call options and 1 of which contains 454,048 call options. All of the call options under the Amended Covered Call Agreement have an exercise price of $15.50, determined on October 2, 2012. (Continued to Footnote 4)

F4: (Continued from Footnote 3) The net premium per share to Mr. Otto under the Amended Covered Call Agreement is $0.2435, for an aggregate net premium of $1,658,366. Each of the 14 components containing 454,035 call options expires on July 15, 16, 17, 18, 19, 22, 23, 24, 25, 26, 29, 30, and 31 and August 1 of 2013, respectively, and the component containing 454,048 call options expires on August 2, 2013 (for each component, the "Expiration Date"). The call options constituting each component of the covered call option may be exercised only on the Expiration Date for that component. The underlying shares with respect to the options are pledged by Mr. Otto until such time as the options expire.