SEC Form 4 · accession 0001144204-16-116914
Bluerock Residential Growth REIT, Inc. · BRG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ramin Kamfar
Officer — Chairman, CEO and President · Director
Period of report
May 10, 2016
Accepted (ET)
Aug 5, 2016 · 4:15 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001442626
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| LTIP UnitsF1 | — | May 10, 2016 | A | 108,045 | A | — | — | Class A Common Stock | 108,045 | 1,169,881 | I |
| LTIP UnitsF2 | — | Aug 3, 2016 | A | 176,610 | A | — | — | Class A Common Stock | 176,610 | 1,346,491 | I |
Explanation of responses
- F1Represents restricted units of partnership interests ("LTIP Units") in Bluerock Residential Holdings, LP (the "Operating Partnership"), of which the Issuer is the general partner. These LTIP Units are owned by BRG Manager, LLC (the "Manager'), in which R. Ramin Kamfar owns an indirect 52% interest. These LTIP Units were fully vested upon issuance, and may convert to Operating Partnership Units ("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.
- F2Represents LTIP Units in the Operating Partnership, of which the Issuer is the general partner. These LTIP Units are owned by the Manager, in which R. Ramin Kamfar owns an indirect 52% interest. These LTIP Units will vest ratably over a three year period and may convert to OP Units upon reaching capital account equivalency with the OP Units held by the Issuer, and may then be settled in shares of the Issuer's Class A common stock on a one-for-one basis.