Gary Lichtenstein - May 19, 2022 Form 4 Insider Report for Resource REIT, Inc. (N/A)

Role: Director
Signature: /s/ Michele Weisbaum, Attorney-in-fact
Stock symbol: N/A
Transactions as of: May 19, 2022
Transactions value $: $0
Form type: 4
Date filed: 5/19/2022, 02:01 PM
Previous filing: Jan 19, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	N/A	Common Stock	Disposed to Issuer		-14.3K	-100%		0	May 19, 2022	Direct	F1
transaction	N/A	Common Stock	Disposed to Issuer		-3.44K	-100%		0	May 19, 2022	By spouse	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Gary Lichtenstein is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Pursuant to the Agreement and Plan of Merger, dated as of January 23, 2022, by and among Resource REIT, Inc. (the "Company"), Rapids Parent LLC and Rapids Merger Sub LLC, at the effective time of the merger (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.
F2	At the Effective Time, each share of Common Stock converted into the right to receive a lump-sum cash payment, without interest, equal to the Merger Consideration.

Content

Pursuant to the Agreement and Plan of Merger, dated as of January 23, 2022, by and among Resource REIT, Inc. (the "Company"), Rapids Parent LLC and Rapids Merger Sub LLC, at the effective time of the merger (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.

At the Effective Time, each share of Common Stock converted into the right to receive a lump-sum cash payment, without interest, equal to the Merger Consideration.