Ramin Kamfar - Nov 8, 2021 Form 4 Insider Report for Bluerock Residential Growth REIT, Inc. (BRG)

Role
Chairman and CEO, Director
Signature
/s/ Christopher J. Vohs, Attorney-in-fact
Stock symbol
BRG
Transactions as of
Nov 8, 2021
Transactions value $
$0
Form type
4
Date filed
11/10/2021, 08:25 PM
Previous filing
Aug 4, 2021
Next filing
Jan 4, 2022

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction BRG OP Units Other +2.1M +15955.93% 2.11M Nov 8, 2021 Class A Common Stock 2.1M Direct F1, F2
transaction BRG OP Units Other -2.1M -99.38% 13.2K Nov 8, 2021 Class A Common Stock 2.1M Direct F1, F3
transaction BRG LTIP Units Other +700K +67.59% 1.73M Nov 8, 2021 Class A Common Stock 700K Direct F1, F2
transaction BRG LTIP Units Other -700K -40.33% 1.04M Nov 8, 2021 Class A Common Stock 700K Direct F1, F3
transaction BRG LTIP Units Other -467K -44.31% 587K Nov 8, 2021 Class A Common Stock 467K Direct F1, F4
transaction BRG LTIP Units Other -568K -99.99% 66 Nov 8, 2021 Class A Common Stock 568K See Footnote F1, F5
transaction BRG LTIP Units Award +27.4K +41563.64% 27.5K Nov 9, 2021 Class A Common Stock 27.4K See Footnote F6
transaction BRG LTIP Units Award +10.6K +38.59% 38.1K Nov 9, 2021 Class A Common Stock 10.6K Direct F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 This Form 4 reflects certain transfers, in connection with estate-related matters, of (a) limited partnership interests ("OP Units") in Bluerock Residential Holdings, LP (the "Operating Partnership"), of which the Issuer is the general partner, and (b) restricted units of partnership interests ("LTIP Units") in the Operating Partnership. After a one year holding period, OP Units may be redeemed for cash or, at the option of the Issuer, for shares of the Issuer's Class A Common Stock, on a one-for-one basis. LTIP Units may, subject to certain limitations, convert to OP Units upon reaching capital account equivalency with the OP Units held by the Issuer, and may then be redeemed for cash or, at the option of the Issuer and after a one year holding period (including any period during which the LTIP Units were held), settled in shares of the Issuer's Class A common stock on a one-for-one basis.
F2 On November 8, 2021, in connection with estate-related matters, an irrevocable trust ("Trust 1") of which members of the Reporting Person's immediate family members are the beneficiaries and of which the Reporting Person is neither a trustee nor a beneficiary, transferred to the Reporting Person (a) an aggregate of 2,098,843 OP Units, and (b) an aggregate of 699,697 LTIP Units, in each case for fair market value of $13.445 per unit based on the average of the high and low share price of the Issuer's Class A Common Stock on October 22, 2021 (the "FMV Metric").
F3 On November 8, 2021, in connection with estate-related matters, the Reporting Person transferred, to a separate irrevocable trust ("Trust 2") of which members of the Reporting Person's immediate family members are also the beneficiaries and of which the Reporting Person is also neither a trustee nor a beneficiary, (a) an aggregate of 2,098,843 OP Units and (b) an aggregate of 699,697 LTIP Units that, following the transfers described in footnote (2) above, were directly held by the Reporting Person, for no consideration.
F4 On November 8, 2021, in connection with estate-related matters, the Reporting Person further transferred to Trust 1 an aggregate of 466,665 LTIP Units for fair market value of $13.445 per unit based on the FMV Metric.
F5 On November 8, 2021, in connection with estate-related matters, the Reporting Person transferred to Trust 1 an aggregate of 568,498 LTIP Units, which were previously indirectly held by the Reporting Person through ownership of membership interests in a limited liability company in which the Reporting Person owns an indirect majority interest, for fair market value of $13.445 per unit based on the FMV Metric.
F6 These LTIP Units are owned by Bluerock Real Estate, LLC, in which R. Ramin Kamfar owns a 99% direct interest. These LTIP Units will vest on the first anniversary of issuance, and may convert to OP Units upon reaching capital account equivalency with the OP Units held by the Issuer, and may then be redeemed for cash or, at the option of the Issuer and after a one year holding period (including any period during which the LTIP Unit were held), settled in shares of the Issuer's Class A common stock on a one-for-one basis.
F7 Represents LTIP Units issued in payment of salary for the quarter ending December 31, 2021. These LTIP Units will vest on the first anniversary of issuance and may convert to OP Units upon reaching capital account equivalency with the OP Units held by the Issuer, and may then be redeemed for cash or, at the option of the Issuer and after a one year holding period (including any period during which the LTIP Units were held), settled in shares of the Issuer's Class A common stock on a one-for-one basis.