Resource America (REXI) Form 4 RESOURCE AMERICA / Arthur J. Miller 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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X

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^*

Miller Arthur J.

(Last) (First) (Middle)

1845 WALNUT STREET, 18TH FLOOR

(Street)

PHILADELPHIA PA 19103

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
RESOURCE AMERICA, INC. [ REXI ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP & CAO

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2016

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	09/08/2016		D		13,443	D	(1)	0	D
Common Stock	09/08/2016		D		16,405	D	(1)	0	I	By 401(K) Plan Account

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
Stock Option	$8.14	09/08/2016		D			3,000	05/21/2009	05/21/2019	Common Stock	3,000	(1)	0	D

Explanation of Responses:

1. In connection with the merger (the "Merger") of the Issuer with and into Regent Acquisition Inc. ("Regent"), a subsidiary of C-III Capital Partners LLC ("C-III"), pursuant to that certain Agreement and Plan of Merger dated as of May 22, 2016, by and among the Issuer, C-III and Regent, the Reporting Person received $9.78 in cash for each share of common stock and each restricted stock award and deferred stock unit award of the Issuer owned by the Reporting Person. In connection with the Merger, stock options held by the Reporting Person became fully vested (to the extent not vested) and were cancelled and converted into the right to receive an amount in cash equal to the product of (1) the total number of shares of Issuer common stock subject to such option multiplied by (2) the excess, if any, of $9.78 over the exercise price per share of such option. Any option that had an exercise price per share that equaled or exceeded $9.78 was cancelled for no consideration.

	Arthur J. Miller	09/12/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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