SEC Form 4 · accession 0001144204-17-051242
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
Oct 1, 2017
Accepted (ET)
Oct 3, 2017 · 6:31 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,F2 | — | Oct 1, 2017 | C | 107,190 | D | — | — | Class A Common Stock | 107,190 | 2,387,699 | I |
| LTIP UnitsF3,F4 | — | Oct 1, 2017 | C | 2,098,843 | D | — | — | Class A Common Stock | 2,098,843 | 288,856 | I |
| OP UnitsF5 | — | Oct 1, 2017 | C | 107,190 | A | — | — | Class A Common Stock | 107,190 | 283,450 | I |
| OP UnitsF6 | — | Oct 1, 2017 | C | 2,098,843 | A | — | — | Class A Common Stock | 2,098,843 | 2,382,293 | I |
| OP UnitsF5,F7 | — | Oct 1, 2017 | J | 59,739 | D | — | — | Class A Common Stock | 59,739 | 2,322,554 | I |
| OP UnitsF5,F7 | — | Oct 1, 2017 | J | 47,451 | D | — | — | Class A Common Stock | 47,451 | 2,275,103 | 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 will vest ratably over a three year period 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 settled in shares of the Issuer's Class A common stock on a one-for-one basis.
- F2107,190 of the Reporting Person's LTIP Units in the Operating Partnership owned by the Manager were converted into OP Units on a one-for-one basis.
- F3Represents restricted units of partnership interests ("LTIP Units") in the Operating Partnership, of which the Issuer is the general partner. These LTIP Units are owned by BRG Manager RK, LLC ("RK Sub"), a wholly owned subsidiary of 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.
- F42,098,843 of the Reporting Person's LTIP Units in the Operating Partnership owned by RK Sub were converted into OP Units on a one-for-one basis.
- F5Represents OP Units in the Operating Partnership. Each OP Unit may be settled in shares of the Issuer's Class A common stock on a one-for-one basis. These OP Units are owned by the Manager.
- F6Represents OP Units in the Operating Partnership. Each OP Unit may be settled in shares of the Issuer's Class A common stock on a one-for-one basis. These OP Units are owned by RK Sub.
- F7Disposition is as a result of an in kind distribution of OP Units pursuant to a member of the Manager requesting a distribution of the member's allocable portion of OP Units as permitted under the Manager's Second Amended and Restated Limited Liability Company Agreement.