As filed with the Securities and Exchange Commission on February 10, 2016
Registration No. 333-184476
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 8 TO
FORM S-11
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
Resource Real Estate Opportunity REIT II, Inc.
(Exact name of registrant as specified in its charter)
1845 Walnut Street, 18th Floor
Philadelphia, Pennsylvania 19103
(215) 231-7050
(Address, including zip code, and telephone number, including area code, of the registrants principal executive offices)
Alan F. Feldman
Chief Executive Officer
Resource Real Estate Opportunity REIT II, Inc.
1845 Walnut Street, 18th Floor
Philadelphia, Pennsylvania 19103
(215) 231-7050
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Robert H. Bergdolt, Esq.
Laura K. Sirianni, Esq.
DLA Piper LLP (US)
4141 Parklake Avenue, Suite 300
Raleigh, North Carolina 27612-2350
(919) 786-2000
Approximate date of commencement of proposed sale to public: This post-effective amendment deregisters the securities that remain unsold under the registration statement as of the date hereof other than those securities registered under the registrants distribution reinvestment plan.
If any of the securities on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. ¨
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. ¨
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. ¨
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act (Check One):
Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
Non-accelerated filer | ¨ (Do not check if smaller reporting company) | Smaller Reporting Company | x |
This Post-Effective Amendment No. 8 to the Registration Statement on Form S-11 (Registration No. 333-184476) shall hereafter become effective in accordance with the provisions of Section 8(c) of the Securities Act of 1933.
DEREGISTRATION OF SHARES
In accordance with the undertaking of Resource Real Estate Opportunity REIT II, Inc. (the Company) set forth in its registration statement on Form S-11 (File No. 333-184476) declared effective February 6, 2014 (the Registration Statement), the Company is filing this Post-Effective Amendment No. 8 to the Registration Statement to deregister 44,188,914 unsold primary offering shares of its common stock. Pursuant to this Registration Statement, the Company registered 100,000,000 shares of common stock for its primary offering and 10,000,000 shares of common stock for its distribution reinvestment plan offering. By filing this Post-Effective Amendment No. 8 to the Registration Statement, the Company hereby terminates the primary offering of shares on this Registration Statement. From time to time, the Company continues to offer the distribution reinvestment plan shares registered on this Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-11 and has duly caused this post-effective amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Philadelphia, Commonwealth of Pennsylvania, on the 10th day of February, 2016.
RESOURCE REAL ESTATE OPPORTUNITY REIT II, INC. | ||
BY: | /s/ Alan F. Feldman | |
Alan F. Feldman Chief Executive Officer and Director |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:
Name |
Title |
Date | ||||
* Jonathan Z. Cohen |
Chairman of the Board | February 10, 2016 | ||||
/s/ Alan F. Feldman Alan F. Feldman |
Chief Executive Officer and Director (Principal Executive Officer) |
February 10, 2016 | ||||
* Steven R. Saltzman |
Chief Financial Officer, Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer) |
February 10, 2016 | ||||
* Gary Lichtenstein |
Director | February 10, 2016 | ||||
* David Spoont |
Director | February 10, 2016 | ||||
* Thomas J. Ikeler |
Director | February 10, 2016 | ||||
* By: | /s/ Alan F. Feldman |
February 10, 2016 | ||||
Alan F. Feldman | ||||||
Attorney-in-Fact |