SEC Form 4 · accession 0001144204-18-000682
Bluerock Residential Growth REIT, Inc. · BRG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ryan S MacDonald
Officer — Chief Acquisitions Officer · Director
Period of report
Jan 1, 2018
Accepted (ET)
Jan 3, 2018 · 9:43 pm EST
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 | — | Jan 1, 2018 | A | 120,446 | A | — | — | Class A Common Stock | 120,446 | 120,446 | I |
| LTIP UnitsF2 | — | Jan 1, 2018 | A | 16,862 | A | — | — | Class A Common Stock | 16,862 | 137,308 | I |
| LTIP UnitsF3 | — | Jan 1, 2018 | A | 2,810 | A | — | — | Class A Common Stock | 2,810 | 140,118 | I |
| LTIP UnitsF4 | — | Jan 1, 2018 | A | 15,371 | A | — | — | Class A Common Stock | 15,371 | 155,489 | I |
Explanation of responses
- F1Represents long-term incentive plan units ("LTIP Units") in Bluerock Residential Holdings, LP (the "Operating Partnership"), of which the Issuer is the general partner. These LTIP Units will vest ratably in five equal annual installments (the first, on December 31, 2018, and thereafter, on each anniversary of October 31, 2017), and may convert to units of limited partnership interest in the Operating Partnership ("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.
- F2Represents LTIP Units in the Operating Partnership, of which the Issuer is the general partner. 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 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.
- F3Represents LTIP Units in the Operating Partnership, of which the Issuer is the general partner. These LTIP Units will vest in three equal annual installments (the first, on December 31, 2018, and thereafter, on each anniversary of October 31, 2017), 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.
- F4Represents LTIP Units in the Operating Partnership, of which the Issuer is the general partner. These Long Term Performance Awards LTIP Units are subject to a three-year performance period and may vest at the end of that period subject to performance criteria and established targets. The LTIPs 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.