FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

COHEN JEFFREY P
2. Issuer Name and Ticker or Trading Symbol

Resource Capital Corp. [ RSO ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

ONE CRESCENT DRIVE, SUITE 203
3. Date of Earliest Transaction (MM/DD/YYYY)

9/14/2017
(Street)

PHILADELPHIA, PA 19112
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
8.25% Series B Cumulative Redeemable Preferred Stock   9/14/2017     P    4000   A   (1) 5000   D    
8.625% Series C Cumulative Redeemable Preferred Stock   9/14/2017     P    1000   A $25.80   1000   D    
8.625% Series C Cumulative Redeemable Preferred Stock   9/14/2017     P    1000   A   (2) 1000   I   By Spouse IRA  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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)  On September 14, 2017, the reporting person purchased, in multiple transactions, a total of 4,000 shares of 8.25% Series B Cumulative Redeemable Preferred Stock of Resource Capital Corp. ("RSO") at prices ranging from $24.55 to $24.65.
(2)  On September 14, 2017, the reporting person's spouse purchased, in her IRA in multiple transactions, a total of 1,000 shares of 8.625% Series C Cumulative Redeemable Preferred Stock of RSO at prices ranging from $25.73 to $25.80.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
COHEN JEFFREY P
ONE CRESCENT DRIVE, SUITE 203
PHILADELPHIA, PA 19112
X



Signatures
Shelle Weisbaum, Attorney-in-Fact 9/18/2017
** 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.
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