SEC Form 4 · accession 0001144204-17-055897
Bluerock Residential Growth REIT, Inc. · BRG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ramin Kamfar
Officer — Chairman and CEO · Director
Period of report
Oct 31, 2017
Accepted (ET)
Nov 2, 2017 · 5:17 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class C Common StockF1,F3 | — | Oct 31, 2017 | A | 38,149 | A | — | — | Class A Common Stock | 38,149 | 39,149 | I |
| OP UnitsF1,F6,F4 | — | Oct 31, 2017 | A | 1,869,318 | A | — | — | Class A Common Stock | 1,869,318 | 4,144,421 | I |
Explanation of responses
- F1Shares of the Issuer's Class C Common Stock are convertible, at the holder's option, into shares of the Issuer's Class A Common Stock on a one-for-one basis, and upon the occurrence of certain transfers of units of limited partnership interest ("OP Units") in Bluerock Residential Holdings, LP (the "Operating Partnership") or shares of Class C Common Stock and similar events, will convert automatically into shares of the Issuer's Class A Common Stock, also on a one-for-one basis.
- F2The acquisition represents consideration paid by the Issuer in connection with its acquisition of the assets used by its former manager in the performance of the management functions formerly provided to the Issuer.
- F3These shares are owned by Bluerock Real Estate, L.L.C., which is 99.9% owned by R. Ramin Kamfar.
- F4Represents OP Units in the Operating Partnership, of which the Issuer is the general partner. 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.
- F5The acquisition represents consideration paid by the Issuer, through the Operating Partnership, in connection with the Issuer's acquisition of the assets used by its former manager in performance of the management functions formerly provided to the Issuer.
- F6These OP Units are owned by Bluerock Real Estate, L.L.C., which is 99.9% owned by R. Ramin Kamfar.