SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Finkel Kevin M

(Last)

(First)

(Middle)

1845 WALNUT STREET, 18TH FLOOR

(Street)

PHILADELPHIA

19103

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/15/2015

3. Issuer Name and Ticker or Trading Symbol
Resource Real Estate Opportunity REIT II, Inc. [ N/A ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Convertible Stock⁽¹⁾	⁽¹⁾	⁽¹⁾	Common Stock	4,200	⁽¹⁾	D

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 7% cumulative non-compounded annual return at the 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 7% return threshold for its common stockholders.

Remarks:

	Kevin Finkel	04/15/2015
	** Signature of Reporting Person	Date
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 5 (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.