Resource Real Estate Opportunity REIT (RSRL) Form 4 Resource Real Estate Opportunity REIT / ALAN F FELDMAN ownership change

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 Real Estate Opportunity 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		D		8,611	D	(1)(2)	0	D
Common Stock(3)(4)	01/28/2021		D		250,912	D	$0.00	0	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
Convertible Stock	(5)	01/28/2021		D			4,404	(5)	(5)	Common Stock	4,404	(5)	0	D

Explanation of Responses:

1. Reflects the disposition of shares of the Issuer's common stock in connection with the merger (the "Merger") of the Issuer with and into Revolution I Merger Sub, LLC, an indirect subsidiary of Resource REIT, Inc. ("Resource REIT"). In the Merger, each share of the Issuer's 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 Resource REIT ("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 Resource REIT 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 the Issuer approved an estimated value per share of REIT I Common Stock of $11.10. For a full description of the methodologies used to calculate Resource REIT 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 disposition of restricted stock granted under the Issuer's 2020 Long-Term Incentive Plan (the "2020 LTIP") in connection with the merger (the "Merger") of the Issuer with and into Revolution I Merger Sub, LLC, an indirect subsidiary of Resource REIT, Inc. ("Resource REIT"). The 2020 LTIP and the outstanding restricted stock awarded thereunder were assumed and continued by Resource REIT at the effective time of the Merger. The outstanding restricted stock awards under the 2020 LTIP were adjusted to be awards with respect to the common stock of Resource REIT, par value $0.01 per share. Restricted stock awarded under the 2020 LTIP vest in two tranches - 40% of the total number of shares vested upon the consummation of the Merger 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.

4. (Continued From footnote 3) The vesting of shares awarded to the Reporting Person under the 2020 LTIP in connection with the Merger is reported on the Reporting Person's Form 4 for Resource REIT filed with the SEC on February 1, 2021.

5. Reflects the disposition of shares of the Issuer's convertible stock in connection with the Merger. In the Merger, each share of the Issuer's convertible stock, par value $0.01 per share, was converted into the right to receive $0.02 in cash (without interest).

Remarks:

Chief Executive Officer and President

	/s/ Shelle Weisbaum, Attorney-in-fact	02/01/2021
	** Signature of Reporting Person	Date
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