Alan F. Feldman - May 19, 2022 Form 4 Insider Report for Resource REIT, Inc. (N/A)

Role: Chief Executive Officer and President, 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, 02:31 PM
Previous filing: Feb 22, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	N/A	Common Stock	Award		+305K	+88.91%		648K	May 19, 2022	Direct	F1
transaction	N/A	Common Stock	Disposed to Issuer		-648K	-100%		0	May 19, 2022	Direct	F2
transaction	N/A	Common Stock	Disposed to Issuer		-12.4K	-100%		0	May 19, 2022	By Foundation	F3, F4
transaction	N/A	Convertible Stock	Disposed to Issuer		-4.2K	-100%		0	May 19, 2022	Direct	F5

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

Alan F. Feldman is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	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.
F2	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.
F3	At the Effective Time, each share of Common Stock converted into the right to receive an amount in cash, without interest, equal to the Common Stock Consideration.
F4	Held by A & M Feldman Foundation, Inc., of which the reporting person is a director and founding member. The reporting person disclaims beneficial ownership of these securities. The inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of these shares for Section 16 or for any other purpose.
F5	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.

Remarks:

Chief Executive Officer and President