UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~September~~October 1822, 2020

LOGO

Resource Apartment REIT III, Inc.

(Exact name of registrant as specified in its charter)

Commission file number 000-55923

Maryland		47-4608249
(State or other jurisdiction ofincorporation or organization)		(I.R.S. Employer Identification No.)
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1845 Walnut Street, 17th Floor, Philadelphia, PA, 19103

(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 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class ~~Tradingsymbol~~Trading symbol Name of each ~~exchangeon~~exchange on which registered n/a n/a n/a

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

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 78.01. ~~Regulation~~Other ~~FD Disclosure~~Events

~~Reference~~Filing isof ~~hereby~~Registration ~~made~~Statement ~~to the Current Report~~ on Form 8S-K4 filed by Resource Apartment REIT III, Inc. (the “Registrant” or “REIT III”) on September 11, 2020, disclosing, among other items, that the Registrant entered into an Agreement and Plan of Merger with Resource Real Estate Opportunity REIT II, Inc. (“REIT II”), RRE Opportunity OP II, LP (“OP II”), Revolution III Merger Sub, LLC, a wholly owned subsidiary of REIT II (“Merger Sub III”), and Resource Apartment OP III, LP (“OP III”), pursuant to which the Registrant will merge with and into Merger Sub III, with Merger Sub III surviving as a direct, wholly owned subsidiary of REIT II and OP III will merge with and into OP II, with OP II surviving such merger (collectively, the “Merger”).

~~The~~Reference ~~Registrant~~is ~~and~~hereby ~~REIT~~made IIto ~~recorded~~the aCurrent ~~webinar~~Report toon ~~discuss~~Form 8-K filed ~~the~~by ~~Merger~~Resource ~~which~~Apartment ~~the~~REIT III, ~~Registrant~~Inc. ~~posted~~(the to“Company” ~~its~~or ~~website~~“REIT III”) on September 1811, 2020, disclosing, among other items, that REIT III entered into an Agreement and Plan of Merger with Resource Real Estate Opportunity REIT II, Inc. ~~The~~(“REIT ~~webinar~~II”), ~~transcript~~RRE isOpportunity ~~hereby~~OP ~~furnished~~II, asLP ~~Exhibit~~(“OP ~~99.1~~II”), toRevolution ~~this~~III ~~Current~~Merger ~~Report~~Sub, onLLC, ~~Form~~a ~~8-K~~wholly ~~and~~owned ~~incorporated~~subsidiary byof ~~reference~~REIT ~~herein.~~II ~~The~~(“Merger ~~related~~Sub ~~presentation~~III”), ~~was~~and ~~filed~~Resource asApartment ~~Exhibit~~OP ~~99.2~~III, LP (“OP III”), pursuant to ~~the~~which ~~Registrant’s~~REIT III will ~~Current~~merge ~~Report~~with onand ~~Form~~into ~~8-K~~Merger ~~filed~~Sub onIII, ~~September 11~~with Merger Sub III surviving as a direct, ~~2020~~wholly owned subsidiary of REIT II and OP III will merge with and into OP II, with OP II surviving such merger (collectively, the “Merger”).

~~Pursuant~~In toconnection with the ~~rules~~Merger, ~~and regulations~~on ofOctober 20, 2020, REIT II filed with the Securities and Exchange Commission (the “SEC”), ~~the~~a registration ~~information~~statement inon ~~this~~Form ~~Item~~S-4 ~~7.01~~containing ~~disclosure,~~a ~~including~~Joint ~~Exhibit~~Proxy ~~99.1~~Statement and ~~information~~Prospectus ~~set~~jointly ~~forth~~prepared ~~therein~~by REIT II and REIT III, isand ~~deemed~~other torelated ~~have~~documents. The registration statement on Form S-4 has not been ~~furnished~~declared effective by the SEC. Additional information regarding REIT III and ~~shall~~the ~~not~~Merger beis ~~deemed~~contained toin the registration statement filed by REIT II and can be found on the SEC’s Internet site ~~“filed”~~at ~~under~~http://www.sec.gov. This reference to the ~~Securities~~SEC’s ~~Exchange~~Internet ~~Act~~site ofis ~~1934,~~intended asto ~~amended~~be an inactive textual reference only.

~~Item~~Limited ~~8.01.~~Resumption ~~Other~~of Share ~~Events~~Redemption Program

~~Item~~On 7October 22, 2020, the board of directors of the Company approved the partial resumption of the share redemption program of the Company, pursuant to which, subject to significant conditions and limitations of the program, stockholders of the Company can have their shares repurchased by the Company (the “Share Redemption Program”).01 Pursuant ~~above~~to the terms of the Share Redemption Program, the resumption will be effective November 22, 2020. As a result, the board of directors will consider redemption requests submitted in connection with a stockholder’s death, qualifying disability, or confinement to a long-term care facility (each as described in the Share Redemption Program and collectively, “Special Redemptions”) for the fourth quarter of 2020. In order for a redemption request to be considered for the fourth quarter of 2020 it should be received in good order by November 30, 2020. Any requests for Special Redemptions previously submitted and not honored due to the suspension of the Share Redemption Program on September 8, 2020, will be considered unless the request is ~~incorporated~~withdrawn ~~herein~~prior to November 30, 2020. The board of directors intends to consider requests for Special Redemptions quarterly thereafter and will notify stockholders of the quarterly deadline for receipt of a Special Redemption request by ~~reference~~filing ina ~~this~~Current ~~Item~~Report on Form 8-K at least ten business days prior to the deadline if such deadline will be earlier than the last day of the calendar month preceding the end of the quarter.~~01.~~

~~ADDITIONAL~~While ~~INFORMATION~~the ~~ABOUT~~Share ~~THE~~Redemption ~~MERGER~~Program is partially suspended, the Company will only accept requests for Special Redemptions and all other requests will not be honored or retained, but will be cancelled with the ability to resubmit when, if ever, the Share Redemption Program is fully resumed.

InADDITIONAL connection with the Merger, REIT II will prepare and file with the SEC a registration statement on Form S-4 containing a Joint Proxy Statement and Prospectus jointly prepared by REIT II and REIT III, and other related documents. The Joint Proxy Statement and Prospectus will be mailed to REIT III’s stockholders and will contain important information about the merger and related matters. INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT AND PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS FILED BY REIT II AND REIT III WITH THE SEC CAREFULLY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ~~REIT II, REIT III AND~~ THE ~~PROPOSED~~ MERGER. Investors and stockholders of REIT II and REIT III may obtain free copies of the registration statement, the Joint Proxy Statement and Prospectus and other relevant documents filed by REIT II and REIT III with the SEC (if and when they become available) through the website maintained by the SEC at www.sec.gov. In addition, these materials will also be available free of charge by accessing REIT II’s website (http://www.resourcereit2.com/), or by accessing REIT III’s website (http://www.resourcereit3.com/).

~~This~~In ~~communication~~connection ~~shall~~with ~~not~~the ~~constitute~~Merger, anREIT ~~offer~~II tohas ~~sell~~prepared orand ~~the~~filed ~~solicitation~~with ofthe anSEC ~~offer~~a toregistration ~~buy~~statement ~~any~~on ~~securities,~~Form S-4 ~~nor~~containing ~~shall~~a ~~there~~Joint beProxy ~~any~~Statement ~~sale~~and ~~of securities~~Prospectus injointly ~~any~~prepared ~~jurisdiction~~by inREIT ~~which~~II ~~such~~and ~~offer~~REIT III, ~~solicitation~~and orother ~~sale~~related ~~would~~documents. beThe ~~unlawful~~registration ~~prior~~statement toon ~~registration~~Form orS-4 ~~qualification~~has not ~~under~~been ~~the~~declared ~~securities~~effective ~~laws~~by ofthe ~~any~~SEC. ~~such~~The ~~jurisdiction.~~Joint NoProxy ~~offering~~Statement ofand ~~securities~~Prospectus ~~shall~~will be ~~made~~mailed ~~except~~to byREIT ~~means~~III’s ofstockholders ~~a prospectus~~and ~~meeting~~will contain important information about the ~~requirements~~merger ofand ~~Section 10~~related ofmatters. ~~the~~INVESTORS ~~Securities~~ARE ~~Act~~URGED ofTO ~~1933,~~READ asTHE ~~amended.~~JOINT PROXY STATEMENT AND PROSPECTUS (INCLUDING ALL AMENDMENTS

~~PARTICIPANTS~~ AND INSUPPLEMENTS ~~SOLICITATION~~THERETO) ~~RELATING~~AND TOOTHER RELEVANT DOCUMENTS FILED BY REIT II AND REIT III WITH THE SEC CAREFULLY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT REIT II, REIT III AND THE PROPOSED MERGER. Investors and stockholders of REIT II and REIT III may obtain free copies of the registration statement, the Joint Proxy Statement and Prospectus and other relevant documents filed by REIT II and REIT III with the SEC (if and when they become available) through the website maintained by the SEC at www.sec.gov. In addition, these materials will also be available free of charge by accessing REIT II’s website (http://www.resourcereit2.com/), or by accessing REIT III’s website (http://www.resourcereit3.com/).

~~REIT~~This communication IIshall ~~and~~not ~~REIT~~constitute ~~III~~an ~~and~~offer ~~their respective directors and officers and other members of management and employees may be deemed~~ to besell ~~participants in~~or the solicitation of ~~proxies~~an inoffer ~~respect~~to ofbuy ~~the~~any ~~proposed merger. Information regarding REIT II’s directors and executive officers is available in its Annual Report on Form 10-K filed with the SEC on March 20~~securities, ~~2020~~nor ~~and~~shall ~~its~~there ~~proxy~~be ~~statement~~any ~~filed~~sale ~~with the SEC by REIT II on April 29, 2020 in connection with its 2020 annual meeting~~ of ~~stockholders;~~securities ~~information regarding REIT III’s directors and executive officers is available~~ in ~~its Annual~~any ~~Report~~jurisdiction ~~on Form 10-K filed with the SEC on March 20, 2020 and its proxy statement filed with the SEC by REIT III on April 29, 2020~~ in ~~connection~~which ~~with~~such its 2020 annual meeting of stockholders. Certain directors and executive officers of REIT II and/or REIT III and other persons may have direct or indirect interests in the merger due to securities holdingsoffer, ~~pre-existing~~solicitation or ~~future~~sale ~~indemnification arrangements~~would ~~and~~be ~~rights~~unlawful ~~to severance payments and retention bonuses if their employment is terminated~~ prior to registration or ~~following~~qualification ~~the~~under ~~merger. If and to~~ the ~~extent~~securities ~~that~~laws ~~any~~ of ~~the participants will receive~~ any ~~additional~~such ~~benefits~~jurisdiction. inNo ~~connection~~offering ~~with the merger, the details~~ of ~~those~~securities ~~benefits~~shall ~~will~~ be ~~described~~made inexcept ~~the~~by ~~Joint~~means ~~Proxy~~of ~~Statement/Prospectus~~a ~~relating~~prospectus tomeeting the ~~merger.~~requirements ~~Investors~~of ~~and~~Section 10 ~~security holders may obtain additional information regarding the direct and indirect interests~~ of ~~REIT II, and REIT III and their respective executive officers and directors in~~ the ~~merger~~Securities byAct ~~reading the Joint Proxy Statement/Prospectus regarding the merger when it becomes available. These documents are available free~~ of ~~charge on the SEC’s website and from REIT II or REIT III~~1933, as ~~applicable, using the sources indicated above~~amended.

~~FORWARD-LOOKING~~PARTICIPANTS ~~STATEMENTS~~IN SOLICITATION RELATING TO THE MERGER

~~This~~REIT ~~report~~II ~~contains~~and ~~statements~~REIT ~~that~~III ~~constitute~~and ~~“forward-looking~~their ~~statements,”~~respective asdirectors ~~such~~and ~~term~~officers ~~is defined in Section 27A of the Securities Act of 1933, as amended,~~ and ~~Section 21E~~other ofmembers ~~the Securities Exchange Act~~ of ~~1934,~~management ~~as amended,~~ and ~~such~~employees ~~statements~~may ~~are~~be ~~intended~~deemed to be ~~covered~~participants in by the ~~safe~~solicitation ~~harbor~~of ~~provided~~proxies byin ~~the~~respect ~~same.~~of ~~These~~the ~~statements~~proposed ~~are~~Merger. ~~based~~Information onregarding ~~management~~REIT II’s ~~current~~ ~~expectations~~directors and ~~beliefs~~executive ~~and~~officers ~~are~~is ~~subject~~available toin aits ~~number~~Annual ofReport ~~trends~~on ~~and~~Form ~~uncertainties~~10-K ~~that~~filed ~~could~~with ~~cause~~the ~~actual~~SEC ~~results~~on March 20, to2020 ~~differ~~and ~~materially~~its ~~from~~proxy ~~those~~statement ~~described~~filed inwith the ~~forward-looking~~SEC ~~statements;~~by noREIT ~~assurance~~II ~~can~~on beApril 29, ~~given~~2020 ~~that~~in ~~these~~connection ~~expectations will~~with beits ~~attained.~~2020 ~~Factors~~annual ~~that~~meeting ~~could~~of ~~cause~~stockholders; ~~actual~~information ~~results~~regarding toREIT ~~differ~~III’s ~~materially~~directors ~~from~~and ~~these~~executive ~~expectations~~officers ~~include,~~is ~~but~~available ~~are~~in ~~not~~its Annual ~~limited~~Report ~~to,~~on ~~the~~Form ~~risk~~10-K ~~that~~filed with the ~~proposed~~SEC ~~merger~~on ~~will~~March 20, ~~not~~2020 beand ~~consummated~~its ~~within~~proxy ~~the~~statement ~~expected~~filed ~~time~~with ~~period~~the orSEC atby ~~all;~~REIT ~~the occurrence~~III ofon ~~any event~~April 29, ~~change~~2020 orin ~~other~~connection ~~circumstances~~with ~~that~~its ~~could~~2020 ~~give~~annual ~~rise~~meeting toof ~~the~~stockholders. Certain ~~termination~~directors ofand ~~the~~executive ~~merger~~officers ~~agreements;~~of ~~the~~REIT ~~inability~~II ofand/or REIT III toand ~~obtain~~other ~~stockholder~~persons ~~approval~~may ofhave ~~the~~direct ~~merger~~ or ~~the~~indirect ~~failure~~interests toin ~~satisfy~~ the ~~other~~Merger ~~conditions~~due to ~~completion~~ ofsecurities ~~the~~holdings, ~~merger;~~pre-existing ~~risks~~or ~~related~~future toindemnification arrangements ~~disruption~~and ofrights ~~management’s~~to ~~attention~~severance ~~from~~payments ~~the~~and ~~ongoing~~retention ~~business~~bonuses ~~operations~~if ~~due~~their toemployment ~~the~~is ~~proposed~~terminated ~~merger;~~prior ~~the~~to ~~potential~~or ~~adverse~~following ~~impact of~~ the ~~ongoing~~Merger. ~~pandemic~~If ~~related~~and to ~~COVID-19~~ ~~and~~ the ~~related~~extent ~~measures~~that ~~put~~any ~~in place to help control the spread~~ of the ~~virus~~participants onwill ~~the~~receive ~~operations~~any ofadditional ~~REIT~~benefits IIin ~~and~~connection ~~REIT~~with ~~III and their tenants~~the Merger, ~~which~~the ~~impact~~details ~~remains~~of ~~highly~~those ~~uncertain;~~benefits ~~availability~~will ~~of suitable~~be ~~investment~~described ~~opportunities; changes~~ in ~~interest rates;~~ the ~~availability~~Joint ~~and~~Proxy ~~terms~~Statement/Prospectus ofrelating ~~financing;~~to ~~general~~the ~~economic~~Merger. ~~conditions;~~Investors ~~market~~and ~~conditions;~~security ~~legislative~~holders ~~and~~may ~~regulatory~~obtain ~~changes~~additional ~~that~~information ~~could~~regarding ~~adversely~~the ~~affect~~direct ~~the~~and ~~business~~indirect interests of REIT II, and REIT III; and ~~other~~their ~~factors,~~respective ~~including~~executive ~~those~~officers ~~set~~and ~~forth~~directors in the ~~Risk~~Merger ~~Factors~~by ~~section~~reading ~~of REIT II’s and REIT III’s most recent Annual Report on Form 10-K for~~ the ~~year~~Joint ~~ended~~Proxy ~~December 31,~~Statement/Prospectus ~~2019,~~regarding ~~as updated by~~ the ~~subsequent~~Merger ~~Quarterly~~when ~~Reports~~it onbecomes ~~Form~~available. ~~10-Q~~These ~~for~~documents ~~the~~are ~~periods~~available ~~ended~~free ~~March 31,~~of ~~2020~~charge ~~and~~on ~~June 30, 2020 and filed with~~ the SEC,’s website and ~~other reports filed by~~ from REIT II ~~and~~or REIT III, ~~with~~as ~~the SEC~~applicable, ~~copies~~using ~~of which~~the ~~are~~sources ~~available~~indicated onabove. ~~the SEC’s~~

~~website, www.sec.gov. REIT~~FORWARD-LOOKING IISTATEMENTS ~~and REIT III undertake no obligation to update these statements for revisions or changes after the date of this communication, except as required by law.~~

~~Item~~This 9report contains statements that constitute “forward-looking statements,” as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such statements are intended to be covered by the safe harbor provided by the same.~~01.~~ ~~Financial~~These ~~Statements~~statements are based on management’s current expectations and ~~Exhibits~~beliefs and are subject to a number of trends and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements; no assurance can be given that these expectations will be attained. Factors that could cause actual results to differ materially from these expectations include, but are not limited to, the risk that the proposed Merger will not be consummated within the expected time period or at all; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreements; the inability of REIT III to obtain stockholder approval of the Merger or the failure to satisfy the other conditions to completion of the Merger; risks related to disruption of management’s attention from the ongoing business operations due to the proposed Merger; the potential

~~(d)~~ adverse ~~Exhibits~~impact of the ongoing pandemic related to COVID-19 and the related measures put in place to help control the spread of the virus on the operations of REIT II and REIT III and their tenants, which impact remains highly uncertain; availability of suitable investment opportunities; changes in interest rates; the availability and terms of financing; general economic conditions; market conditions; legislative and regulatory changes that could adversely affect the business of REIT II and REIT III; and other factors, including those set forth in the Risk Factors section of REIT II’s and REIT III’s most recent Annual Report on Form 10-K for the year ended December 31, 2019, as updated by the subsequent Quarterly Reports on Form 10-Q for the periods ended March 31, 2020 and June 30, 2020 and filed with the SEC, and other reports filed by REIT II and REIT III with the SEC, copies of which are available on the SEC’s website, www.sec.gov. REIT II and REIT III undertake no obligation to update these statements for revisions or changes after the date of this communication, except as required by law.

Exhibit No.		Description
99.1		Webinar Transcript dated September 18, 2020

SIGNATURE

~~SIGNATURE~~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 thereunto duly authorized.

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 thereunto duly authorized.


	RESOURCE APARTMENT REIT III, INC.

Dated: October 23, 2020	By:	/s/ Alan F. Feldman
		Alan F. Feldman
		Chief Executive Officer and President
		(Principal Executive Officer)

RESOURCE APARTMENT REIT III, INC.

Dated: September 18, 2020

/s/ Alan F. Feldman

Alan F. Feldman

Chief Executive Officer and President (Principal Executive Officer)

Filing Compare · Resource Apartment REIT III, Inc.