SEC Form 4 · accession 0000899243-15-007933
Brixmor Property Group Inc. · BRX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
BREP VI Side-by-Side GP L.L.C.
10% Owner
Period of report
Nov 6, 2015
Accepted (ET)
Nov 10, 2015 · 7:52 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001581068
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F18,F19,F22,F24,F25,F26,F27 | Nov 6, 2015 | C | 87,499 | — | A | 87,499 | I | See Footnotes |
| Common StockF1,F3,F18,F19,F22,F24,F25,F26,F27 | Nov 6, 2015 | C | 528,213 | — | A | 528,213 | I | See Footnotes |
| Common StockF4,F2,F18,F19,F22,F24,F25,F26,F27 | Nov 6, 2015 | S | 87,499 | $25.96 | D | 0 | I | See Footnotes |
| Common StockF4,F3,F18,F19,F22,F24,F25,F26,F27 | Nov 6, 2015 | S | 528,213 | $25.96 | D | 0 | I | See Footnotes |
| Common StockF4,F5,F7,F13,F24,F25,F26,F27 | Nov 6, 2015 | S | 3,453,402 | $25.96 | D | 27,257,682 | I | See Footnotes |
| Common StockF4,F9,F10,F13,F24,F25,F26,F27 | Nov 6, 2015 | S | 7,242,740 | $25.96 | D | 57,231,146 | I | See Footnotes |
| Common StockF4,F11,F13,F24,F25,F26,F27 | Nov 6, 2015 | S | 742,369 | $25.96 | D | 5,941,300 | I | See Footnotes |
| Common StockF4,F12,F13,F24,F25,F26,F27 | Nov 6, 2015 | S | 1,597,288 | $25.96 | D | 12,783,366 | I | See Footnotes |
| Common StockF4,F14,F16,F24,F25,F26,F27 | Nov 6, 2015 | S | 11,859 | $25.96 | D | 94,911 | I | See Footnotes |
| Common StockF4,F15,F16,F24,F25,F26,F27 | Nov 6, 2015 | S | 20,347 | $25.96 | D | 162,831 | I | See Footnotes |
| Common StockF4,F17,F18,F19,F24,F25,F26,F27 | Nov 6, 2015 | S | 313,714 | $25.96 | D | 2,535,469 | I | See Footnotes |
| Common StockF4,F20,F22,F24,F25,F26,F27 | Nov 6, 2015 | S | 419 | $25.96 | D | 3,385 | I | See Footnotes |
| Common StockF4,F21,F22,F24,F25,F26,F27 | Nov 6, 2015 | S | 2,150 | $25.96 | D | 17,381 | I | See Footnotes |
| Common StockF6,F7,F13,F24,F25,F26,F27 | holding | — | — | — | 653,046 | I | See Footnotes | |
| Common StockF8,F10,F13,F24,F25,F26,F27 | holding | — | — | — | 1,492,611 | I | See Footnotes | |
| Common StockF23,F24,F25,F26,F27 | holding | — | — | — | 47,108 | I | See Footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Units of Brixmor Operating Partnership LPF1,F2,F18,F19,F22,F24,F25,F26,F27 | — | Nov 6, 2015 | C | 87,499 | D | — | — | Common Stock | 87,499 | 707,178 | I |
| Common Units of Brixmor Operating Partnership LPF1,F3,F18,F19,F22,F24,F25,F26,F27 | — | Nov 6, 2015 | C | 528,213 | D | — | — | Common Stock | 528,213 | 4,269,070 | I |
Explanation of responses
- F1Pursuant to the terms of the limited partnership agreement of Brixmor Operating Partnership LP, and subject to certain requirements and restrictions, the common units of partnership interest of Brixmor Operating Partnership LP are redeemable for shares of common stock of Brixmor Property Group Inc. ("Common Stock"), on a one-for-one basis.
- F10BRX Holdco II LLC is a wholly-owned subsidiary of BRX Holdco LLC. BRX Holdco LLC is a wholly-owned subsidiary of BRE Retail Holdco L.P. The general partner of BRE Retail Holdco L.P. is Blackstone Real Estate Associates VI L.P.
- F11Reflects shares of Common Stock held directly by BRX BREP VI.TE.1 Holdco A LLC. BRX BREP VI.TE.1 Holdco A LLC is a wholly-owned subsidiary of Blackstone Real Estate Partners VI.TE.1 L.P. The general partner of Blackstone Real Estate Partners VI.TE.1 L.P. is Blackstone Real Estate Associates VI L.P.
- F12Reflects shares of Common Stock held directly by BRX BREP VI.TE.2 Holdco A LLC. BRX BREP VI.TE.2 Holdco A LLC is a wholly-owned subsidiary of Blackstone Real Estate Partners VI.TE.2 L.P. The general partner of Blackstone Real Estate Partners VI.TE.2 L.P. is Blackstone Real Estate Associates VI L.P.
- F13The general partner of Blackstone Real Estate Associates VI L.P. is BREA VI L.L.C. The managing member of BREA VI L.L.C. is Blackstone Holdings III L.P.
- F14Reflects the shares of Common Stock held directly by BRX BREH VI Holdco A LLC. BRX BREH VI Holdco A LLC is a wholly-owned subsidiary of Blackstone Real Estate Holdings VI L.P.
- F15Reflects the shares of Common Stock held directly by BRX BREH VI-ESC Holdco A LLC. BRX BREH VI-ESC Holdco A LLC is a wholly-owned subsidiary of Blackstone Real Estate Holdings VI-ESC L.P.
- F16The general partner of each of Blackstone Real Estate Holdings VI L.P. and Blackstone Real Estate Holdings VI-ESC L.P. is BREP VI Side-by-Side- GP L.L.C. The sole member of BREP VI Side-by-Side- GP L.L.C. is Blackstone Holdings III L.P.
- F17Reflects shares of Common Stock held directly by BRX Throne REIT Holdco A LLC. BRX Throne REIT Holdco A LLC is a wholly-owned subsidiary of BRE Throne REIT Holdco LLC. The sole member of BRE Throne REIT Holdco LLC is BRE Throne REIT Parent LLC. The members of BRE Throne REIT Parent LLC are Blackstone Real Estate Partners VII.F L.P., Blackstone Real Estate Partners VII L.P., Blackstone Real Estate Partners VII.TE.1 L.P., Blackstone Real Estate Partners VII.TE.2 L.P., Blackstone Real Estate Partners VII.TE.3 L.P., Blackstone Real Estate Partners VII.TE.4 L.P., Blackstone Real Estate Partners VII.TE.5 L.P., Blackstone Real Estate Partners VII.TE.6 L.P., Blackstone Real Estate Holdings VII -ESC L.P., Blackstone Real Estate Holdings VII L.P. and Blackstone Family Real Estate Partnership VII-SMD L.P.
- F18The general partner of Blackstone Family Real Estate Partnership VII-SMD L.P. is Blackstone Family GP L.L.C., which is in turn, wholly owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman. BREP VII Side-By-Side GP L.L.C. is the general partner of both Blackstone Real Estate Holdings VII -ESC L.P. and Blackstone Real Estate Holdings VII L.P. The sole member of BREP VII Side-By-Side GP L.L.C. is Blackstone Holdings III L.P.
- F19The general partner of each of Blackstone Real Estate Partners VII.F L.P., Blackstone Real Estate Partners VII.F (AV) L.P., Blackstone Real Estate Partners VII L.P., Blackstone Real Estate Partners VII.TE.1 L.P., Blackstone Real Estate Partners VII.TE.2 L.P., Blackstone Real Estate Partners VII.TE.3 L.P., Blackstone Real Estate Partners VII.TE.4 L.P., Blackstone Real Estate Partners VII.TE.5 L.P. and Blackstone Real Estate Partners VII.TE.6 L.P. is Blackstone Real Estate Associates VII L.P. The general partner of Blackstone Real Estate Associates VII L.P. is BREA VII L.L.C. The managing member of BREA VII L.L.C. is Blackstone Holdings III L.P.
- F2Reflects securities held directly by BRE Throne JV Member LLC. The sole member of BRE Throne JV Member LLC is BRE Throne Parent LLC. The sole member of BRE Throne Parent LLC is BRE Throne Parent Holdco LLC. The sole member of BRE Throne Parent Holdco LLC is BRE Throne Holdings Member LLC. The sole member of BRE Throne Holdings Member LLC is BRE Throne NR Parent LLC. The members of BRE Throne NR Parent LLC are Blackstone Real Estate Partners VII.F (AV) L.P., Blackstone Real Estate Partners VII L.P., Blackstone Real Estate Partners VII.TE.1 L.P., Blackstone Real Estate Partners VII.TE.2 L.P., Blackstone Real Estate Partners VII.TE.3 L.P., Blackstone Real Estate Partners VII.TE.4 L.P., Blackstone Real Estate Partners VII.TE.5 L.P., Blackstone Real Estate Partners VII.TE.6 L.P., Blackstone Real Estate Holdings VII-ESC L.P., Blackstone Real Estate Holdings VII L.P. and Blackstone Family Real Estate Partnership VII-SMD L.P.
- F20Reflects shares of Common Stock held directly by BRX Throne REIT BREH VII Holdco A LLC. BRX Throne REIT BREH VII Holdco A LLC is a wholly-owned subsidiary of Blackstone Real Estate Holdings VII L.P.
- F21Reflects shares of Common Stock held directly by BRX Throne REIT BREH VII-ESC Holdco A LLC. BRX Throne REIT BREH VII-ESC Holdco A LLC is a wholly-owned subsidiary of Blackstone Real Estate Holdings VII-ESC L.P.
- F22BREP VII Side-By-Side GP L.L.C. is the general partner of both Blackstone Real Estate Holdings VII -ESC L.P. and Blackstone Real Estate Holdings VII L.P. The sole member of BREP VII Side-By-Side GP L.L.C. is Blackstone Holdings III L.P.
- F23Reflects shares of Common Stock held directly by Stephen A. Schwarzman.
- F24The general partner of Blackstone Holdings III L.P. is Blackstone Holdings III GP L.P. The general partner of Blackstone Holdings III GP L.P. is Blackstone Holdings III GP Management L.L.C. The sole member of Blackstone Holdings III GP Management L.L.C. is The Blackstone Group L.P. The general partner of The Blackstone Group L.P. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.
- F25Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 4.
- F26Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.
- F27Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
- F3Reflects securities held directly by BRE Southeast Retail Holdings LLC. The members of BRE Southeast Retail Holdings LLC are Blackstone Real Estate Partners VII L.P., Blackstone Real Estate Partners VII.TE.1 L.P., Blackstone Real Estate Partners VII.TE.2 L.P., Blackstone Real Estate Partners VII.TE.3 L.P., Blackstone Real Estate Holdings VII - ESC L.P., Blackstone Real Estate Holdings VII L.P., Blackstone Family Real Estate Partnership VII-SMD L.P. and Blackstone Real Estate Partners VII.F (AV) L.P.
- F4This amount represents the $25.96 sale price per share of the Common Stock received by the Reporting Persons in connection with a secondary block trade which closed on November 6, 2015.
- F5Reflects shares of Common Stock held directly by BRX BRPTP II Holdco LLC.
- F6Reflects shares of Common Stock held directly by Blackstone Retail Transaction II Holdco L.P.
- F7BRX BRPTP II Holdco LLC is a wholly-owned subsidiary of Blackstone Retail Transaction II Holdco L.P. The general partner of Blackstone Retail Transaction II Holdco L.P. is Blackstone Real Estate Associates VI L.P.
- F8Reflects shares of Common Stock held directly by BRX Holdco LLC.
- F9Reflects shares of Common Stock held directly by BRX Holdco II LLC.