SEC Form 4 · accession 0001209191-15-036732
Brixmor Property Group Inc. · BRX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Apr 24, 2015
Accepted (ET)
Apr 28, 2015 · 6:07 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,F3,F10,F11,F12 | Apr 24, 2015 | J | 57,802 | — | D | 653,046 | I | See Footnotes |
| Common StockF2,F5,F7,F10,F11,F12 | Apr 24, 2015 | J | 168,642 | — | D | 1,492,611 | I | See Footnotes |
| Common StockF4,F10,F11,F12 | holding | — | — | — | 30,711,084 | I | See Footnotes | |
| Common StockF6,F7,F10,F11,F12 | holding | — | — | — | 64,473,886 | I | See Footnotes | |
| Common StockF8,F10,F11,F12 | holding | — | — | — | 6,683,669 | I | See Footnotes | |
| Common StockF9,F10,F11,F12 | holding | — | — | — | 14,380,654 | I | See Footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents a distribution of the shares of common stock of the issuer (the "Common Stock") previously held directly by Blackstone Retail Transaction II Holdco L.P. to members of BREA VI L.L.C. in respect of their indirect interests in Blackstone Retail Transaction II Holdco L.P. Blackstone Retail Transaction II Holdco L.P. distributed the 57,802 shares of Common Stock to one of its partners, who distributed such shares to Blackstone Real Estate Associates VI L.P., its general partner, who distributed such shares to BREA VI L.L.C., its general partner, who distributed such shares to Jonathan D. Gray, Stephen A. Schwarzman, and other members. The shares distributed to Mr. Schwarzman were beneficially owned indirectly by him prior to such distribution.
- F10The 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. The 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.
- F11Information 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.
- F12Each 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.
- F2Represents a distribution of the shares of Common Stock previously held directly by BRX Holdco LLC, a wholly-owned subsidiary of BRE Retail Holdco L.P., to members of BREA VI L.L.C. in respect of their indirect interests in BRX Holdco LLC. BRX Holdco LLC distributed the 168,642 shares of Common Stock to BRE Retail Holdco L.P., which distributed such shares of Common Stock to certain of its members, who distributed such shares to Blackstone Real Estate Associates VI L.P., their general partner, who distributed such shares to BREA VI L.L.C., its general partner, who distributed such shares to Jonathan D. Gray, Stephen A. Schwarzman, and other members. The shares distributed to Mr. Schwarzman were beneficially owned indirectly by him prior to such distribution.
- F3Reflects shares of Common Stock held directly by 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.
- F4Reflects shares held directly by BRX BRPTP II Holdco LLC. BRX 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.
- F5Reflects shares of Common Stock held directly by BRX Holdco LLC.
- F6Reflects shares of Common Stock held directly by BRX Holdco II LLC.
- F7BRX 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.
- F8Reflects 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.
- F9Reflects 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.