SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

KAMFAR RAMIN

(Last)

(First)

(Middle)

712 FIFTH AVENUE

9TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/30/2013

3. Issuer Name and Ticker or Trading Symbol
Bluerock Multifamily Growth REIT, Inc. [ NONE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Bluerock Multifamily Growth REIT, Inc. Common Stock	23,089⁽¹⁾	I	Through BER Holdings, LLC⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Convertible Stock	⁽³⁾	⁽⁴⁾	Common Stock	⁽⁵⁾	⁽⁶⁾	I	Through BER Holdings, LLC⁽²⁾

Explanation of Responses:

1. Restricted stock grants vest 20% at grant date and 20% on each anniversary thereafter for four years from date of grant. Restricted stock grants may also receive distributions.

2. These reported securities are directly owned by BER Holdings, LLC and indirectly by Mr. Kamfar as owner of BER Holdings, LLC.

3. These reported securities shall become convertible pursuant to the terms of the agreement.

4. There is no expiration date on these outstanding reportable securities becoming convertible.

5. Amount of underlying shares of common stock convertible for the 1,000 shares of these reported securities will be determined at the time of conversion pursuant to the terms of the convertible shares.

6. Conversion value of the derivative security will be determined at the time of conversion pursuant to the terms of the convertible shares.

Remarks:

Remarks: Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Amy Morgan, Attorney-in-fact	04/30/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.