Sec Form 4 Filing - Weisbaum Michele R. @ Resource Real Estate Opportunity REIT, Inc. - 2015-03-16

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 Weisbaum Michele R. 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) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CLO, SVP & Secretary (Last) (First) (Middle) ONE CRESCENT DRIVE, SUITE 203 3. Date of Earliest Transaction (MM/DD/YY) 03/16/2015 (Street) PHILADELPHIA, PA19112 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

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 ( 1 ) ( 1 ) 03/16/2015 A 204 ( 1 ) ( 1 ) Common Stock 204 ( 1 ) 804 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Weisbaum Michele R. ONE CRESCENT DRIVE, SUITE 203 PHILADELPHIA, PA19112 CLO, SVP & Secretary Signatures Michele R. Weisbaum 03/16/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These Convertible Shares vest 1/3 per year or 3 years beginning March 1, 2016 and have no expiration date. Convertible Shares are automatically convertible into shares of common stock of the issuer upon the occurrence of one of two events (i) they will convert if the issuer has paid distributions to common stockholders such that the aggregate distributions are equal to 100% of the price at which the issuer sold its outstanding shares of common stock plus an amount sufficient to produce a 10% cumulative non-compounded annual return at that price or (ii) they will convert if the issuer lists its shares of common stock on a national securities exchange and on the 31st trading day after listing, the value of the issuer, based on the average trading price of its shares of common stock since the listing plus prior distributions combine to meet the same 10% return threshold for its common stockholders.

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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