Elliott Thomas C Form 3 Resource Real Estate Opportunity REIT / Thomas C Elliott ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Elliott Thomas C

(Last) (First) (Middle)

1845 WALNUT STREET, 17TH FLOOR

(Street)

PHILADELPHIA PA 19103

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/08/2020

3. Issuer Name and Ticker or Trading Symbol
Resource Real Estate Opportunity REIT, Inc. [ NONE ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
See Remarks

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	141,423(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. An initial grant (the "Equity Grant") of restricted stock of Resource Real Estate Opportunity REIT, Inc., a Maryland corporation (the "Issuer") was granted to the reporting person as equity incentive compensation pursuant to the Issuer's 2020 Long-Term Incentive Plan (the "Long-Term Incentive Plan"). The Equity Grant vests in two tranches - 40% of the total number of shares will vest upon the consummation of the Issuer's merger with Resource Real Estate Opportunity REIT II, Inc. and 60% of the total number of shares will vest upon a liquidity event so long as the reporting person remains continuously employed through such vesting date. Unless sooner terminated in accordance with its terms, the Equity Grant will terminate on the date that is ten (10) years following the date on which the Long-Term Incentive Plan was adopted by the Issuer's board of directors.

Remarks:

Executive Vice President, Chief Financial Officer and Treasurer Exhibit List Exhibit 24 - Power of Attorney

	/s/ Thomas C. Elliott	09/10/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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