UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~FORM~~Form 8-K

~~CURRENT~~Current ~~REPORT~~Report

~~PURSUANT~~Pursuant to ~~TO SECTION~~ Section 13 ORor 15(d) ~~OF THE~~

~~SECURITIES~~of ~~EXCHANGE~~the ~~ACT~~Securities OFExchange Act of 1934

Date of Report (Date of earliest event reported): ~~March~~August 722, ~~2012~~2016

~~Resource Real Estate Investors~~ RESOURCE REAL ESTATE INVESTORS 7, L.P.

(Exact name of registrant as specified in its charter)

Commission File ~~file number~~Number: 0 000-53962

Delaware		26-2726308
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

One Crescent Drive, Suite 203, Navy Yard Corporate Center, Philadelphia, PA 19112 (Address of principal executive offices) (Zip code) (215) 231-7050 (Registrant's telephone number, including area code) (former name or former address, if changed since last report)

~~Check~~Suite ~~the~~203 ~~appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the following obligation of the registrant under any of the following provisions:~~

¨Navy ~~Written~~Yard Corporate ~~communications~~Center ~~pursuant to Rule 425 under the securities Act (17CFR 230.425)~~

Philadelphia, PA 19112

(Address of principal executive offices, including zip code)

(215) 231-7050

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 21.01. ~~Completion~~Entry ofinto ~~Acquisition~~a orMaterial ~~Disposition~~Definitive ~~of Assets~~Agreement.

On ~~March~~August 22, 72016, ~~2012~~RRE Cape Cod Holdings, LLC, a wholly-owned subsidiary of Resource Real Estate ~~Investors~~ Inventors 7, L.P. (~~the~~ “~~Registrant,~~RRE” ~~“we~~),” ~~“our”~~entered into an Agreement of Purchase and Sale (“usPSA3”) ~~acquired~~to ~~the~~sell ~~fee~~its ~~interest~~apartment incomplex ~~Woodland~~located ~~Village~~in ~~Apartments~~San Antonio, ~~located~~Texas into ~~Columbia~~Westmount Realty Capital, SCLLC (~~the~~ “~~Property~~Westmount”), ~~from~~an ~~unaffiliated~~unrelated ~~sellers,~~third ~~Gulfstream~~party. I,Under ~~LLC,~~the ~~Gulfstream~~terms ~~II,~~of ~~LLC,~~the ~~Gulfstream III~~Agreement, ~~LLC~~the ~~and~~purchase ~~Gulfstream~~price ~~IV,~~is ~~LLC,~~$16 million ~~all~~and ~~Delaware~~the ~~limited~~closing ~~liability companies. The Property~~ is ato ~~multifamily~~take ~~community~~place ~~with 308 units located~~ on anor ~~approximately~~before ~~25-acre site with amenities~~October 17, ~~including,~~2016 ~~but~~subject ~~not~~to ~~limited~~Westmount’s option to, extend ~~swimming~~closing ~~pools,~~by ~~tennis~~up ~~courts,~~to afifteen ~~clubhouse,~~days. aWestmount ~~fitness~~has ~~center,~~inspection rights and ~~laundry~~a ~~rooms.~~right ~~The~~to ~~Property~~terminate ~~was~~PSA3 ~~constructed~~during ~~from~~the ~~1970~~inspection toperiod, ~~1972~~which ~~and~~ends ison ~~currently~~September 16, ~~91% leased~~2016.

~~The~~On ~~contract~~September 12, ~~purchase~~2016, ~~price~~RRE ~~for~~Bent ~~the~~Oaks ~~Property~~Holdings, ~~was~~LLC (“Bent Oaks”), a wholly-owned subsidiary of RRE, sold its apartment complex located in Austin, Texas to Firmus Equity Partners, LLC (“Firmus”), an unrelated third party, for approximately $1115.56 million, ~~excluding~~pursuant ~~closing~~to ~~costs.~~that Wecertain ~~funded~~Agreement ~~the~~of ~~purchase~~Purchase ~~price~~and ~~with~~Sale ~~proceeds~~dated ~~from~~as ~~our~~of ~~Regulation~~July 28, D2016, ~~private~~between ~~offering~~Bent Oaks and Firmus ~~debt financing~~(“PSA1”).

WeAlso ~~believe~~on ~~that~~September 12, ~~the~~2016, ~~Property~~RRE isWoodhollow ~~suitable~~Holdings, ~~for~~LLC ~~its~~(“Woodhollow”), ~~intended~~a ~~purpose~~wholly-owned subsidiary ~~and~~of ~~adequately~~RRE, ~~insured;~~sold ~~however,~~its weapartment ~~intend~~complex tolocated ~~make~~in ~~renovations~~Austin, Texas to ~~the~~Firmus ~~Property~~for approximately $12.6 Wemillion, ~~intend~~pursuant to ~~address~~that ~~deferred~~certain ~~maintenance~~Agreement onof ~~the~~Purchase ~~exterior~~and Sale dated as of July 28, 2016, between Woodhollow and inFirmus ~~common~~(“PSA2” and ~~areas~~together with PSA1, the “Agreements”).

Item 92.01. ~~Financial~~Completion ~~Statements~~of ~~and~~Acquisition ~~Exhibits~~or Disposition of Assets.

				Page
a.	Financial Statements
		Independent Auditor’s Report		1
		Statements of Revenues and Certain Operating Expenses for the Period from January 1, 2012 to March 7, 2012 (unaudited) and for the Year Ended December 31, 2011		2
		Notes to Statements of Revenues and Certain Operating Expenses		3
b.	Pro Forma Financial Information
			Unaudited Pro Forma Consolidated Financial Information	4
			Unaudited Pro Forma Consolidated Statement of Comprehensive Loss for the Three Months Ended March 31, 2012	5
			Notes to Unaudited Pro Forma Consolidated Statement of Comprehensive Loss for the Three Months Ended March 31, 2012	6
			Unaudited Pro Forma Consolidated Statement of Comprehensive Loss for the Year Ended December 31, 2011	7
			Notes to Unaudited Pro Forma Consolidated Statement of Comprehensive Loss for the Year Ended December 31, 2011	8

The response to this item is included in Item 1.01 above and is incorporated herein by this reference with respect to the Agreements.

~~SIGNATURE~~Signature(s)

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~Registrant~~registrant has duly caused this report to be signed on its behalf by the undersigned ~~thereunto~~hereunto duly authorized.

	RESOURCE REAL ESTATE INVESTORS 7, L.P.
	By: Resource Capital Partners, Inc., its general partner
Dated: December 21, 2012		By:	/s/ Alan F. Feldman
			Alan F. Feldman
			Chief Executive Officer (Principal Executive Officer)

~~Independent~~By: ~~Auditor'~~/s/ ~~Report~~Kevin M. Finkel

ToName: ~~the~~Kevin ~~Partners~~M. ofFinkel Title: President

Resource Real Estate Investors 7, L.P.

We have audited the accompanying statement of revenues and certain operating expenses (the “Statement”) of Woodland Village Apartments, an apartment complex located in Columbia, South Carolina (“the Property”), for the year ended December 31, 2011. This Statement is the responsibility of Resource Real Estate Investors 7, L.P.’s management. Our responsibility is to express an opinion on the Statement based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Statement is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Statement. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the Statement. We believe that our audit of the Statement provides a reasonable basis for our opinion.

As described in Note 1 to the Statement, the accompanying Statement was prepared for the purpose of complying with the provisions of Article 3-14 of Regulation S-X promulgated by the U.S. Securities and Exchange Commission (for inclusion in Form 8-K of Resource Real Estate Investors 7, L.P.) and is not intended to be a complete presentation of the Property’s revenues and expenses.

In our opinion, the Statement referred to above presents fairly, in all material respects, the revenues and certain operating expenses described in Note 1 to the Statement of the Property for the year ended December 31, 2011, in conformity with accounting principles generally accepted in the United States of America.

/s/ McGladrey LLP

Philadelphia, Pennsylvania

December 21, 2012

WOODLAND VILLAGE APARTMENTS

Statements of Revenues and Certain Operating Expenses

For the Period from January 1, 2012 to March 7, 2012 (unaudited)

and for the Year Ended December 31, 2011

	For the period from January 1, 2012 to March 7, 2012		For the year ended December 31, 2011
	(unaudited)
Revenues:
Rental income	$	499,429	$	2,265,459
Certain Operating Expenses:
Property operating expenses		203,061		1,098,888
Real estate taxes		45,086		241,603
Property management fees		16,953		66,677
General and administrative expenses		9,800		48,386
		274,900		1,455,554
	$	224,529	$	809,905

The accompanying notes are an integral part of these Statements.

NOTE 1. Basis of Presentation

On March 7, 2012, Resource Real Estate Investors 7, L.P. (the “Partnership”) acquired a 308-unit garden apartment complex located in Columbia, South Carolina (“Woodland Village Apartments” or the "Property").

The statements of revenues and certain operating expenses (the “Statements”) have been prepared for the purpose of complying with the provision of Article 3-14 of Regulation S-X promulgated by the U.S. Securities and Exchange Commission (the “SEC”), which require certain information with respect to real estate operations to be included with certain filings with the SEC. The Statements include the historical revenues and certain operating expenses of the Property, exclusive of interest income and interest expense, asset management fees, depreciation and amortization, and corporate expenses. Amounts included in property management fees include routine compensation paid to a third party managing property operations. The apartment complex was purchased for $11.5 million. The aggregate purchase price, which included acquisition and financing costs, escrowed funds and advances, and other assets and liabilities assumed, was approximately $12.6 million and was funded with proceeds from our Regulation D private offering and debt financing.

In the opinion of the Partnership’s management, all adjustments necessary for a fair presentation of the Statements for the period from January 1, 2012 to March 7, 2012 (unaudited) and for the year ended December 31, 2011 have been included. Such adjustments consisted of normal recurring items. Interim results are not necessarily indicative of results for a year.

NOTE 2. Summary of Significant Accounting Policies

Revenue Recognition: Revenue is derived from the rental of residential housing units with lease agreement terms of generally one year or less. The Property recognizes rent as income on a straight line basis over the term of the related lease. Included within rental income is tenant reimbursement income consisting of charges billed to tenants for trash removal and utilities, and other income amounts such as administrative, application and late fees, all of which are recognized in income as earned.

Use of Estimates: The preparation of the statements of revenues and certain operating expenses, in conformity with accounting principles generally accepted in the United States of America, requires management to make estimates and assumptions that affect the reported amounts of revenues and certain operating expenses during the reporting period. Actual results could differ from those estimates.

NOTE 3. Subsequent Events

The Property's management evaluated all events and transactions that occurred after December 31, 2011 through December 21, 2012, the date the statements of revenues and certain operating expenses were available to be issued. During this period, the Property did not have any material subsequent events other than those disclosed in Note 1.

Unaudited Pro Forma Consolidated Financial Information

On March 7, 2012, Resource Real Estate Investors 7, L.P. (the “Partnership”) purchased Woodland Village Apartments, a multifamily community, from unaffiliated third parties. The apartment complex was purchased for $11.5 million, excluding closing costs; the purchase was funded with proceeds from our Regulation D private offering and debt financing.

The following unaudited pro forma financial statements do not include a pro forma consolidated balance sheet, as the consolidated balance sheet as of March 31, 2012 included in the Partnership’s quarterly report on Form 10-Q as of and for the period ended March 31, 2012 included the acquisition and purchase price allocations and related disclosures.

The following unaudited pro forma consolidated statements of comprehensive loss for the three months ended March 31, 2012 and for the year ended December 31, 2011 are presented as if the Partnership had acquired Woodland Village Apartments on January 1, 2011. The footnotes to the pro forma financial statements provide details of the pro forma adjustments. The Partnership believes that all material adjustments necessary to reflect the effects of the acquisition have been made.

This unaudited pro forma consolidated financial information should be read in conjunction with the historical consolidated financial statements and notes thereto as filed in the Partnership’s annual report on Form 10-K for the year ended December 31, 2011 and the Partnership’s quarterly report on Form 10-Q for the period ended March 31, 2012, and are not necessarily indicative of what the actual financial position or comprehensive loss would have been had the Company completed the transaction as of the beginning of the periods presented, nor is it necessarily indicative of future results.

Resource Real Estate Investors 7, L.P.

Unaudited Pro Forma Consolidated Statement of Comprehensive Loss

For the Three Months Ended March 31, 2012

(in thousands, except per unit data)

	For the Three Months Ended March 31, 2012 (a)			Pro Forma Adjustments				For the Three Months Ended March 31, 2012
								(Pro Forma)
Revenues:
Rental income	$	2,184		$	499		(b)	$	2,683
Expenses:
Rental operating		1,002			203		(b)		1,205
Management fees - related parties		177			38		(c)		215
General and administrative		477			(268	)	(b)(d)		209
Depreciation and amortization expense		644			80		(e)		724
Total expenses		2,300			53				2,353
Income (loss) before interest expense		(116	)		446				330
Interest expense		(569	)		−				(569	)
Net loss and comprehensive loss	$	(685	)	$	446			$	(239	)
Weighted average number of limited partner units outstanding		3,270							3,270
Net loss per weighted average limited partner unit	$	(0.21	)					$	(0.07	)

See accompanying notes to unaudited pro forma consolidated financial statements.

Notes to Unaudited Pro Forma Consolidated Statement of Comprehensive Loss

for the Three Months Ended March 31, 2012

a. Reflects the Partnership’s historical consolidated operations for the three months ended March 31, 2012.

b. Reflects operating activity from January 1, 2012 to March 7, 2012 for the acquisition made during the three months ended March 31, 2012.

c. Reflects the asset management fee associated with the Property. The asset is managed by Resource Real Estate Management, LLC, a related party of the Partnership. The asset management fee was three twelfths of 1% of the asset’s cost for the three months ended March 31, 2012. Also, reflects the property management fee associated with the Property. The Property is managed by Resource Real Estate Management, Inc., a related party of the Partnership. The property management fee is 3.5% of gross receipts for the three months ended March 31, 2012.

d. Acquisition expenses are non-recurring and have been eliminated for the 2012 acquisition.

e. Reflects the additional depreciation costs for the building and improvements incurred as a result of the acquisition. Building depreciation is expensed over the property’s estimated useful life of 27.5 years and improvements are depreciated over their estimated useful lives ranging from three to 15 years.

Resource Real Estate Investors 7, L.P.

Unaudited Pro Forma Consolidated Statement of Comprehensive Loss

For the Year Ended December 31, 2011

(in thousands, except per unit data)

	For the Year Ended December 31, 2011 (a)			Pro Forma Adjustments				For the Year Ended December 31, 2011
								(Pro Forma)
Revenues:
Rental income	$	7,901		$	2,265		(b)	$	10,166
Expenses:
Rental operating		3,647			1,099		(b)		4,746
Acquisition costs		−			323		(d)		323
Management fees - related parties		682			194		(c)		876
General and administrative		356			290		(b)		646
Depreciation and amortization expense		2,124			1,074		(e)		3,198
Total expenses		6,809			2,980				9,789
Income before interest expense		1,092			(715	)			377
Interest expense		(2,182	)		−				(2,182	)
Insurance proceeds in excess of cost basis		(45	)		−				(45	)
Loss on disposition of fixed assets		(4	)		−				(4	)
Net loss and comprehensive loss	$	(1,139	)	$	(715	)		$	(1,854	)
Weighted average number of limited partner units outstanding		3,270							3,270
Net loss per weighted average limited partner units	$	(0.35	)					$	(0.57	)

See accompanying notes to unaudited pro forma consolidated financial statements.

Notes to Unaudited Pro Forma Consolidated Statement of Comprehensive Loss

for the Year Ended December 31, 2011

a. Reflects the Partnership’s historical consolidated operations for the year ended December 31, 2011.

b. Reflects the applicable operating activity for the year ended December 31, 2011.

c. Reflects the asset management fee associated with the Property. The asset is managed by Resource Real Estate Management, LLC, a related party of the Partnership. The asset management fee was 1% of the asset’s cost for the year ended December 31, 2011. Also, reflects the property management fee associated with the Property. The Property is managed by Resource Real Estate Management, Inc., a related party of the Partnership. The property management fee is 3.5% of gross receipts for the year ended December 31, 2011.

d. Acquisition expenses are nonrecurring and have been assumed to occur on January 1, 2011.

e. Reflects the additional depreciation and amortization costs for the building and improvements incurred as a result of the acquisition. Building depreciation is expensed over the property’s estimated useful life of 27.5 years and improvements are depreciated over their estimated useful lives ranging from three to 15 years. In-place leases are amortized over seven months.

Date: September 16, 2016

RESOURCE REAL ESTATE INVESTORS 7, L.P.

By: Resource Capital Partners, Inc., its general partner

Filing Compare · Resource Real Estate Investors 7, L.P.