Christopher J. Vohs - Oct 5, 2022 Form 4 Insider Report for Bluerock Homes Trust, Inc. (BHM)

Role: CFO and Treasurer
Signature: /s/ Christopher J. Vohs
Stock symbol: BHM
Transactions as of: Oct 5, 2022
Transactions value $: $0
Form type: 4
Date filed: 10/7/2022, 09:29 PM
Previous filing: Sep 26, 2022
Next filing: Jan 4, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	BHM	Class A Common Stock, par value $0.01 per share	Other		+321			321	Oct 6, 2022	Direct	F1

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	BHM	LTIP Units	Other		+95.5K			95.5K	Oct 5, 2022	Class A Common Stock	95.5K		Direct	F2
transaction	BHM	LTIP Units	Disposed to Issuer		-11.1K	-11.63%		84.4K	Oct 6, 2022	Class A Common Stock	11.1K		Direct	F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents securities acquired pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of December 20, 2021, by and among Bluerock Residential Growth REIT, Inc. ("BRG"), Badger Parent LLC ("Badger Parent") and Badger Merger Sub LLC, and the Separation and Distribution Agreement (the "Separation and Distribution Agreement"), dated as of October 5, 2022, by and among BRG, Badger Parent, Badger Holdco LLC, Bluerock Residential Holdings, LP (the "Operating Partnership"), and the Issuer, dated as of October 5, 2022.
F2	Represents long-term incentive plan units ("LTIP Units") in the Operating Partnership, of which the Issuer is the general partner. The LTIP Units may convert to common units ("Common Units") of the Operating Partnership upon reaching capital account equivalency with the Common Units held by the Issuer, and may then after a one year holding period (including any period during which the LTIP Units were held) 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, subject to certain adjustments and the terms and conditions of the Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership, as amended (the "Partnership Agreement").
F3	Represents the forfeiture of performance-based LTIP Units, of which the Issuer is the general partner, which were eligible to vest subject to achievement of certain performance criteria and established targets over three-year performance periods. On October 6, 2022, in connection with the transactions contemplated by the Merger Agreement, (i) the performance-based LTIP Units were vested based on the level of achievement of the applicable performance criteria, and pro-rated to reflect the truncated performance period, with any unvested portion being forfeited and (ii) the time-based LTIP Units were fully vested.

Remarks:

This Form 4 reports securities acquired or disposed of in connection with the transactions contemplated by the Merger Agreement and Separation and Distribution Agreement.