SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
FELDMAN ALAN F

(Last) (First) (Middle)
1845 WALNUT STREET, 17TH FLOOR

(Street)
PHILADELPHIA PA 19103

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Resource REIT, Inc. [ N/A ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
01/28/2021
4. If Amendment, Date of 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
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
Common Stock 01/28/2021 A 10,542.03 A (1)(2) 18,714.85 D
Common Stock 01/28/2021 A 6,006.97 A (3)(4) 24,721.82 D
Common Stock 01/28/2021 A 122,869.6 A (4)(5) 147,591.42 D
Common Stock 01/28/2021 F 56,566.49 D (5)(6) 91,024.93 D
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Reflects the acquisition of shares of the Issuer's common stock in connection with the merger (the "REIT I Merger") of Resource Real Estate Opportunity REIT, Inc. ("REIT I") with and into Revolution I Merger Sub, LLC, an indirect subsidiary of the Issuer. In the REIT I Merger, each share of REIT I common stock, par value $0.01 per share ("REIT I Common Stock"), was converted into the right to receive 1.22423 shares of common stock of the Issuer ("Resource REIT Common Stock"), par value $0.01 per share. There is no established market for shares of Resource REIT Common Stock or shares of REIT I Common Stock. On March 19, 2020, the board of directors of the Issuer approved an estimated value per share of Resource REIT Common Stock of $9.08.
2. (Continued from footnote 1) On March 19, 2020, the board of directors of REIT I approved an estimated value per share of REIT I Common Stock of $11.10. For a full description of the methodologies used to calculate REIT I and the Issuer's respective estimated value per share as of December 31, 2019, see Part II, Item 5, "Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities - Market Information" of each company's respective Annual Report on Form 10-K for the year ended December 31, 2019 filed with the U.S. Securities and Exchange Commission (the "SEC") on March 20, 2020.
3. Reflects the acquisition of shares of the Issuer's common stock in connection with the merger (the "REIT III Merger") of Resource Apartment REIT III, Inc. ("REIT III") with and into Revolution III Merger Sub, LLC, an indirect subsidiary of the Issuer. In the REIT III Merger, each share of REIT III common stock, par value $0.01 per share ("REIT III Common Stock"), was converted into the right to receive 0.925862 shares of Resource REIT Common Stock. There is no established market for shares of Resource REIT Common Stock or shares of REIT III Common Stock. On March 19, 2020, the board of directors of the Issuer approved an estimated value per share of Resource REIT Common Stock of $9.08. On March 19, 2020, the board of directors of REIT III approved an estimated value per share of REIT III Common Stock of $9.01 based on the estimated market value of REIT III's portfolio of investments as of December 31, 2019.
4. (Continued from footnote 3) For a full description of the methodologies used to calculate REIT III and the Issuer's respective estimated value per share as of December 31, 2019, see Part II, Item 5, "Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities - Market Information" of each company's respective Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on March 20, 2020.
5. Reflects the assumption of restricted stock awards granted under REIT I's 2020 Long-Term Incentive Plan (the "2020 LTIP"), which was assumed and adjusted by the Issuer to become awards with respect to Resource REIT Common Stock at the effective time of the REIT I Merger. These shares, which represent 40% of the total number of shares granted under the 2020 LTIP, vested upon the consummation of the Issuer's merger with REIT I. An additional 184,304.4 shares, which represent the remaining 60% of the total number of shares granted under the 2020 LTIP, will vest upon a liquidity event so long as the Reporting Person remains continuously employed through such vesting date.
6. There is no established market for shares of Resource REIT Common Stock. On March 19, 2020, the board of directors of the Issuer approved an estimated value per share of Resource REIT Common Stock of $9.08. For a full description of the methodologies used to calculate the Issuer's estimated value per share as of December 31, 2019, see Part II, Item 5, "Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities - Market Information" its Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on March 20, 2020.
Remarks:
Chief Executive Officer and President
/s/ Shelle Weisbaum, Attorney-in-fact 02/01/2021
** Signature of Reporting Person Date
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