SEC Form 4 · accession 0000899243-16-027633
Brixmor Property Group Inc. · BRX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Stephen A Schwarzman
10% Owner
Blackstone Group L.P.
10% Owner
Blackstone Group Management L.L.C.
10% Owner
Period of report
May 2, 2016
Accepted (ET)
Aug 18, 2016 · 7:16 pm EDT
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,F10,F11,F31,F32,F33 | May 2, 2016 | S | 153,544 | $25.38 | D | 0 | I | See Footnotes |
| Common StockF2,F10,F11,F31,F32,F33 | May 3, 2016 | S | 104,228 | $25.31 | D | 0 | I | See Footnotes |
| Common StockF3,F10,F11,F31,F32,F33 | May 4, 2016 | S | 46,972 | $25.56 | D | 0 | I | See Footnotes |
| Common StockF4,F10,F11,F31,F32,F33 | May 9, 2016 | P | 62,221 | $26.57 | A | 0 | I | See Footnotes |
| Common StockF5,F10,F11,F31,F32,F33 | May 24, 2016 | S | 63,325 | $25.07 | D | 0 | I | See Footnotes |
| Common StockF6,F10,F11,F31,F32,F33 | May 25, 2016 | S | 23,275 | $24.74 | D | 0 | I | See Footnotes |
| Common StockF7,F10,F11,F31,F32,F33 | Jun 14, 2016 | S | 66,037 | $25.73 | D | 0 | I | See Footnotes |
| Common StockF8,F10,F11,F31,F32,F33 | Jun 15, 2016 | S | 31,800 | $25.95 | D | 0 | I | See Footnotes |
| Common StockF9,F10,F11,F31,F32,F33 | Aug 4, 2016 | P | 426,960 | $28.30 | A | 0 | I | See Footnotes |
| Common StockF34,F12,F14,F20,F31,F32,F33 | holding | — | — | — | 9,993,752 | I | See Footnotes | |
| Common StockF34,F13,F14,F20,F31,F32,F33 | holding | — | — | — | 575,712 | I | See Footnotes | |
| Common StockF34,F15,F17,F20,F31,F32,F33 | holding | — | — | — | 1,276,154 | I | See Footnotes | |
| Common StockF34,F16,F17,F20,F31,F32,F33 | holding | — | — | — | 20,986,898 | I | See Footnotes | |
| Common StockF34,F18,F20,F31,F32,F33 | holding | — | — | — | 2,241,198 | I | See Footnotes | |
| Common StockF34,F19,F20,F31,F32,F33 | holding | — | — | — | 4,822,187 | I | See Footnotes | |
| Common StockF34,F21,F23,F31,F32,F33 | holding | — | — | — | 35,802 | I | See Footnotes | |
| Common StockF34,F22,F23,F31,F32,F33 | holding | — | — | — | 61,424 | I | See Footnotes | |
| Common StockF34,F24,F25,F26,F31,F32,F33 | holding | — | — | — | 963,517 | I | See Footnotes | |
| Common StockF34,F27,F29,F31,F32,F33 | holding | — | — | — | 1,286 | I | See Footnotes | |
| Common StockF34,F28,F29,F31,F32,F33 | holding | — | — | — | 6,605 | I | See Footnotes | |
| Common StockF34,F30,F31,F32,F33 | holding | — | — | — | 36,243 | I | See Footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $25.25 to $25.50, inclusive.
- F10The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold or purchased, as applicable, at each separate price within the range set forth above.
- F11The dispositions reflect the sales by an affiliate of The Blackstone Group L.P. of borrowed shares. The sales were part of a computer-driven hedging strategy related to a basket of securities held for the benefit of such affiliate in the ordinary course of its business. The acquisitions reflect the purchases by such affiliate in respect of the sales described herein.
- F12Reflects shares of Common Stock held directly by BRX BRPTP II Holdco LLC.
- F13Reflects shares of Common Stock held directly by Blackstone Retail Transaction II Holdco L.P.
- F14BRX 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.
- F15Reflects shares of Common Stock held directly by BRX Holdco LLC.
- F16Reflects shares of Common Stock held directly by BRX Holdco II LLC.
- F17BRX 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.
- F18Reflects 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.
- F19Reflects 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.
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $25.23 to $25.40, inclusive.
- F20The 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.
- F21Reflects 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.
- F22Reflects 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.
- F23The 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.
- F24Reflects 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.
- F25The 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.
- F26The general partner of each of 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. 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.
- F27Reflects 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.
- F28Reflects 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.
- F29BREP 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.
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $25.02 to $25.76, inclusive.
- F30Reflects shares of Common Stock held directly by Stephen A. Schwarzman.
- F31The 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.
- F32Information 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.
- F33Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, and each of the Reporting Persons states that the inclusion of these securities in this report shall not, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of the Exchange Act or for any other purpose or that any of the transactions reported herein are subject to Section 16 of the Exchange Act.
- F34Reflects securities owned as of August 5, 2016. Substantially all of these securities were sold on August 16, 2016. These sales will be separately reported.
- F4The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $26.43 to $26.635, inclusive.
- F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $24.61 to $25.20, inclusive.
- F6The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $24.63 to $25.11, inclusive.
- F7The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $25.63 to $25.88, inclusive.
- F8The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $25.75 to $26.07, inclusive.
- F9The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $28.19 to $28.41, inclusive.