Sec Form 4 Filing - FELDMAN ALAN F @ Resource Real Estate Opportunity REIT, Inc. - 2021-01-28

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person FELDMAN ALAN F 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 (Last) (First) (Middle) 1845 WALNUT STREET, 17TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 01/28/2021 (Street) PHILADELPHIA, PA19103 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 0 D Common Stock ( 3 ) ( 4 ) 01/28/2021 D 250,912 D $ 0 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FELDMAN ALAN F 1845 WALNUT STREET, 17TH FLOOR PHILADELPHIA, PA19103 X See Remarks Signatures /s/ Shelle Weisbaum, Attorney-in-fact 02/01/2021 Signature of Reporting Person Date

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

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