Statement of Changes in Beneficial Ownership (4)
September 12 2016 - 10:53AM
Edgar (US Regulatory)
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FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Miller Arthur J.
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2. Issuer Name
and
Ticker or Trading Symbol
RESOURCE AMERICA, INC.
[
REXI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
VP & CAO
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(Last)
(First)
(Middle)
1845 WALNUT STREET, 18TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/8/2016
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(Street)
PHILADELPHIA, PA 19103
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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9/8/2016
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D
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13443
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D
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(1)
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0
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D
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Common Stock
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9/8/2016
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D
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16405
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D
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(1)
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0
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I
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By 401(K) Plan Account
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option
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$8.14
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9/8/2016
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D
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3000
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5/21/2009
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5/21/2019
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Common Stock
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3000
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(1)
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0
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D
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Explanation of Responses:
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(
1)
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In connection with the merger (the "Merger") of the Issuer with and into Regent Acquisition Inc. ("Regent"), a subsidiary of C-III Capital Partners LLC ("C-III"), pursuant to that certain Agreement and Plan of Merger dated as of May 22, 2016, by and among the Issuer, C-III and Regent, the Reporting Person received $9.78 in cash for each share of common stock and each restricted stock award and deferred stock unit award of the Issuer owned by the Reporting Person. In connection with the Merger, stock options held by the Reporting Person became fully vested (to the extent not vested) and were cancelled and converted into the right to receive an amount in cash equal to the product of (1) the total number of shares of Issuer common stock subject to such option multiplied by (2) the excess, if any, of $9.78 over the exercise price per share of such option. Any option that had an exercise price per share that equaled or exceeded $9.78 was cancelled for no consideration.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Miller Arthur J.
1845 WALNUT STREET, 18TH FLOOR
PHILADELPHIA, PA 19103
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VP & CAO
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Signatures
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Arthur J. Miller
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9/12/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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