FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Hayes Marshall

(Last) (First) (Middle)
1845 WALNUT STREET
17TH FLOOR

(Street)
PHILADELPHIA PA 19103

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Resource REIT, Inc. [ N/A ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
05/19/2022
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 05/19/2022   A   75,789 A (1) 166,754 D  
Common Stock 05/19/2022   D   166,754 D (2) 0 D  
Convertible Stock 05/19/2022   D   1,398 D (3) 0 D  
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. 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.
2. 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.
3. 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 Investment Officer and Senior Vice President
/s/ Michele Weisbaum, Attorney-in-fact 05/19/2022
** 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 4 (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.