UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant to~~PURSUANT ~~Section~~ TO SECTION 13 orOR 15(d)

ofOF ~~the~~THE ~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934

Date of ~~report~~Report (Date of earliest event reported) ~~May 5~~: June 27, 2017

LOGO

Resource Income & Opportunity REIT, Inc.

(Exact name of registrant as specified in its charter)

Maryland		333-201842		80-0854717
(State or other jurisdictionof incorporation)		(CommissionFile Number)		(IRS employerIdentification No.)

Commission file number 333-201842

1845 Walnut Street, 18th Floor, Philadelphia, PA		19103
Maryland		80-0854717
(Address of principal executive offices)		(Zip Code)
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

~~Registrant’s~~1845 ~~telephone~~Walnut ~~number~~Street, ~~including~~18th ~~area~~Floor, ~~code:~~Philadelphia, ~~(215) 231-7050~~PA, 19103

~~Resource~~(Address ~~Innovation~~of ~~Office~~principal ~~REIT,~~executive ~~Inc.~~offices) (Zip code)

(~~Former name or former address, if changed since last report~~215) 231-7050

~~Check~~(Registrant’s ~~the~~telephone ~~appropriate~~number, ~~box~~including ~~below~~area ifcode) ~~the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~

☐(former ~~Written~~name ~~communications~~or ~~pursuant~~former toaddress, ~~Rule~~if ~~425~~changed ~~under~~since ~~the~~last ~~Securities Act (17 CFR 230.425~~report)

Check the 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:

☐	Written communications pursuant to Rule 425 under the securities Act (17CFR 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging Growth Company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 5.0302. ~~Amendments~~Departure toof ~~Articles~~Directors or Certain Officers; Election of ~~Incorporation~~Directors; orAppointment ~~Bylaws.~~of Certain Officers; Compensatory Arrangements of Certain Officers

~~Articles~~On June 27, 2017, Kevin M. Finkel notified the board of ~~Amendment~~directors of Resource Income & Opportunity REIT, Inc. (the “Company”) of his resignation as Chief Operating Officer and President of the Company and as a member of the Company’s board of directors, effective immediately. Mr. Finkel’s resignation is not due to any disagreement with the Company, its advisor or any of their affiliates.

On ~~May~~June 528, 2017, ~~Resource~~the ~~Income~~board of directors appointed George E. Carleton to serve as the Company’s Chief Operating Officer and President. Mr. &Carleton has served as a director of Resource Real Estate Opportunity REIT II, Inc. ~~(formerly~~since “September 2016. He has also served as Chief Operating Officer and President of Resource ~~Innovation~~Real ~~Office~~Estate Opportunity REIT, Inc.”), ~~(the “Company”)~~Resource ~~filed~~Real ~~Articles~~Estate Opportunity REIT II, and Resource Apartment REIT III, Inc. and as President of ~~Amendment~~Resource toIO ~~its~~Advisor, ~~Second~~LLC ~~Articles~~since June 2017 as well as an Executive Vice President of ~~Amendment~~Resource ~~and~~America, ~~Restatement~~Inc. ~~(the~~since ~~“Articles~~September 2016. Mr. Carleton is an Executive Managing Director of ~~Amendment~~Island Capital Group LLC (“Island”), ~~with~~which he joined when the ~~State~~company ~~Department~~was offormed ~~Assessments~~in ~~and~~February ~~Taxation~~2003. Island is a commercial real estate merchant banking firm headquartered in New York, New York. Since its formation in February 2010, Mr. Carleton has also served as an Executive Managing Director of ~~Maryland~~C-III Capital Partners LLC (“~~SDAT~~C-III”), which is externally managed by Island. ~~The~~C-III ~~Articles~~is a commercial real estate investment and services company engaged in a broad range of ~~Amendment~~activities, including principal investments (1debt and equity) ~~changed~~, ~~the~~primary ~~name~~and ofspecial ~~the~~loan ~~Company~~servicing, ~~from~~loan ~~“Resource~~origination, ~~Innovation~~fund ~~Office~~management, ~~REIT~~multifamily property management, ~~Inc~~investment sales and zoning and title services.” Prior to ~~“Resource~~joining ~~Income~~Island, Mr. &Carleton ~~Opportunity~~was ~~REIT~~a Senior Managing Director of Insignia Financial Group, Inc.” ~~and~~ (2NYSE: IFS) ~~renamed~~, ~~all~~which ofwas ~~the~~a ~~Company’s~~publicly ~~Class~~traded Tcommercial ~~shares~~real ofestate ~~common~~services ~~stock~~company that merged with CB Richard Ellis in 2003. Before joining Insignia in 1993, he held asvarious ~~Class~~positions AAat ~~shares~~Travelers ofInsurance ~~common~~Real ~~stock~~Estate Department, which he joined in 1981. ~~The~~Mr. Carleton ~~Articles~~received a Bachelor of ~~Amendment~~Science ~~took~~degree ~~effect~~from ~~immediately~~Florida ~~upon~~Atlantic ~~filing~~University ~~with~~and ~~SDAT~~a Masters of Science degree from American University.

~~Item~~SIGNATURE ~~9.01 Financial Statements and Exhibits.~~

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

ExhibitNumber	Description
		RESOURCE INCOME & OPPORTUNITY REIT, INC.
3.1	Articles of Amendment to the Second Articles of Amendment and Restatement
Dated: June 28, 2017			By:	/s/ Alan F. Feldman
				Alan F. Feldman
				Chief Executive Officer
				(Principal Executive Officer)

SIGNATURES

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

RESOURCE INCOME & OPPORTUNITY REIT, INC. By: /s/ Alan Feldman Name: Alan Feldman Title: Chief Executive Officer

Date: May 5, 2017

EXHIBIT INDEX

ExhibitNumber		Description
3.1		Articles of Amendment to the Second Articles of Amendment and Restatement

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