SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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. Issuer Name and Ticker or Trading Symbol
Bluerock Residential Growth REIT, Inc. [ BRG ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman, CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
04/02/2014

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Shares	04/02/2014⁽²⁾		A		72,515	A	⁽¹⁾	72,515	I	See Footnote⁽²⁾
Class B-1 Common Shares	04/02/2014⁽³⁾		J		4,313.734	D	⁽³⁾	3,382.596	D
Class B-2 Common Shares	04/02/2014⁽³⁾		J		4,313.734	D	⁽³⁾	3,382.596	D
Class B-3 Common Shares	04/02/2014⁽³⁾		J		4,313.734	D	⁽³⁾	3,382.596	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
LTIP units	⁽⁴⁾	04/02/2014		A		179,562		⁽⁴⁾	⁽⁴⁾	Class A common stock	179,562	⁽⁴⁾	179,562	I	See Footnote⁽⁴⁾
LTIP units	⁽⁵⁾	04/02/2014		A		119,119		⁽⁵⁾	⁽⁵⁾	Class A common stock	119,119	⁽⁵⁾	119,119	I	See Footnote⁽⁵⁾
LTIP units	⁽⁵⁾	04/03/2014		A		26,897		⁽⁵⁾	⁽⁵⁾	Class A common stock	26,897	⁽⁵⁾	26,897	I	See Footnote⁽⁵⁾
OP Units	⁽⁶⁾	04/03/2014		A		32,276		⁽⁶⁾	⁽⁶⁾	Class A common stock	32,276	⁽⁶⁾	32,276	I	See Footnote⁽⁶⁾
OP Units	⁽⁶⁾	04/03/2014		A		282,759		⁽⁶⁾	⁽⁶⁾	Class A common stock	282,759	⁽⁶⁾	282,759	I	See Footnote⁽⁶⁾

Explanation of Responses:

1. $14.50

2. The shares are owned by Bluerock Special Opportunity + Income Fund II, LLC and Bluerock Special Opportunity + Income Fund III, LLC, which are 100% owned by Bluerock Real Estate, LLC, which is 100% owned by Ramin Kamfar.

3. These dispositions were the result of the following actions by the Issuer: on March 26, 2014, the Issuer completed a reverse stock split at a conversion rate of 2.264881:1 for each of the Class B-1, B-2, and B-3 common shares and on March 31, 2014, the Issuer completed another reverse stock split at a conversion rate of 1.0045878:1 for each of the Class B-1, B-2, and B-3 common shares.

4. Represents restricted units of partnership interests ("LTIP units") in Bluerock Residential Holdings, LP (the "Operating Partnership"), of which the Issuer is the general partner. These LTIP units are owned by BRG Manager, LLC, in which Ramin Kamfar owns an indirect 52% interest. Mr. Kamfar disclaims beneficial ownership in the remaining 86,189.76 LTIP units. These LTIP units will vest ratably over a three year period and may convert to Operating Partnership units ("OP units") upon reaching capital account equivalency with the OP units held by the Issuer, and may then be settled in shares of the Issuer's Class A common stock.

5. Represents LTIP units in the Operating Partnership, in which the Issuer is the general partner. These LTIP units may, subject to certain limitations, be redeemed for cash or, at the Issuer's option, exchanged for share of the Issuer's Class common stock on a one-for-one basis.

6. Operating Partnership units ("OP units") may be settled in shares of the Issuer's Class A common stock at the option of the Issuer after a one year holding period, on a one-for-one basis.

	/s/ Amy Morgan, attorney in fact.	04/04/2014
	** 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 4 (b)(v).
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