0001209191-22-030440.txt : 20220519 0001209191-22-030440.hdr.sgml : 20220519 20220519142639 ACCESSION NUMBER: 0001209191-22-030440 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220519 FILED AS OF DATE: 20220519 DATE AS OF CHANGE: 20220519 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Saltzman Steven R. CENTRAL INDEX KEY: 0001518172 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-55430 FILM NUMBER: 22942206 MAIL ADDRESS: STREET 1: C/O RESOURCE AMERICA, INC. STREET 2: 1845 WALNUT STREET, 18TH FLOOR CITY: PHILADELPHIA STATE: PA ZIP: 19103 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Resource REIT, Inc. CENTRAL INDEX KEY: 0001559484 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: C/O RESOURCE AMERICA, INC. STREET 2: 1845 WALNUT STREET, 18TH FLOOR CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: 2158324187 MAIL ADDRESS: STREET 1: C/O RESOURCE AMERICA, INC. STREET 2: 1845 WALNUT STREET, 18TH FLOOR CITY: PHILADELPHIA STATE: PA ZIP: 19103 FORMER COMPANY: FORMER CONFORMED NAME: Resource Real Estate Opportunity REIT II, Inc. DATE OF NAME CHANGE: 20121002 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-05-19 1 0001559484 Resource REIT, Inc. N/A 0001518172 Saltzman Steven R. 1845 WALNUT STREET 17TH FLOOR PHILADELPHIA PA 19103 0 1 0 0 See Remarks Common Stock 2022-05-19 4 A 0 30027 A 60778 D Common Stock 2022-05-19 4 D 0 60778 D 0 D Convertible Stock 2022-05-19 4 D 0 600 D 0 D 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. 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. 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. Chief Accounting Officer and Vice President /s/ Michele Weisbaum, Attorney-in-fact 2022-05-19