Sec Form 4 Filing - FELDMAN ALAN F @ Resource REIT, Inc. - 2022-05-19

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person FELDMAN ALAN F 2. Issuer Name and Ticker or Trading Symbol Resource 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) 05/19/2022 (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 05/19/2022 A 305,031 A 648,113 D Common Stock 05/19/2022 D 648,113 D 0 D Common Stock 05/19/2022 D 12,395 D 0 I By Foundation( 4 ) Convertible Stock 05/19/2022 D 4,200 D 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

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/ Michele Weisbaum, Attorney-in-fact 05/19/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents vesting of each outstanding share of unvested performance-based restricted common stock of Resource REIT, Inc. (the "Company") granted pursuant to the Company's 2020 Long-Term Incentive Plan immediately prior to the effective time of the merger (the "Effective Time"), at target-level achievement in accordance with the terms of the Agreement and Plan of Merger, dated as of January 23, 2022 (the "Merger Agreement"), by and among the Company, Rapids Parent LLC and Rapids Merger Sub LLC. ( 2 )Pursuant to the Merger Agreement, at the Effective Time, (i) each outstanding share of common stock, par value $0.01 per share, of the Company ("Common Stock"), was automatically cancelled and converted into the right to receive an amount in cash equal to $14.75 per share, without interest (the "Common Stock Consideration") and (ii) each outstanding share of unvested time-vested restricted Common Stock granted pursuant to the Company's 2020 Long-Term Incentive Plan automatically vested and all restrictions and reacquisition rights thereon lapsed and had the right to receive the Common Stock Consideration, less any applicable withholding taxes, plus the amount of all accrued and unpaid cash dividends up to and including the Effective Time in accordance with the terms of the applicable award agreement. ( 3 )At the Effective Time, each share of Common Stock converted into the right to receive an amount in cash, without interest, equal to the Common Stock Consideration. ( 4 )Held by A & M Feldman Foundation, Inc., of which the reporting person is a director and founding member. The reporting person disclaims beneficial ownership of these securities. The inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of these shares for Section 16 or for any other purpose. ( 5 )Pursuant to the Merger Agreement, at the Effective Time, each share of convertible stock, par value $0.01 per share of the Company issued and outstanding immediately prior to the Effective Time, was automatically cancelled and converted into the right to receive, in accordance with the terms of the Merger Agreement, an amount in cash, without interest, equal to $1,846.76 per share.

Remarks: Chief Executive Officer and President

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.