Sec Form 4 Filing - Elliott Thomas C @ Resource 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 Elliott Thomas C 2. Issuer Name and Ticker or Trading Symbol Resource REIT, Inc. [ N/A] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ 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 A 69,253.71 A 69,253.71 D Common Stock 01/28/2021 F 34,565.84 D 34,687.87 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

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

Explanation of Responses:

( 1 )Reflects the assumption of restricted stock awards granted under the 2020 Long-Term Incentive Plan (the "2020 LTIP") of Resource Real Estate Opportunity REIT, Inc. ("REIT I"), which was assumed and adjusted by the Issuer to become awards with respect to the common stock of the Issuer, par value $0.01 per share, at the effective time of REIT I's merger with and into Revolution I Merger Sub, LLC, an indirect subsidiary of the Issuer (the "Merger"). These shares, which represent 40% of the total number of shares granted under the 2020 LTIP, vested upon the consummation of the Merger. An additional 103,880.57 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. ( 2 )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 Securities and Exchange Commission on March 20, 2020.

Remarks: Chief Financial Officer, Executive Vice President and Treasurer

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 4(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).

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