0001104659-20-108875.txt : 20200925
0001104659-20-108875.hdr.sgml : 20200925
20200925154457
ACCESSION NUMBER: 0001104659-20-108875
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200923
FILED AS OF DATE: 20200925
DATE AS OF CHANGE: 20200925
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KAMFAR RAMIN
CENTRAL INDEX KEY: 0001111908
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36369
FILM NUMBER: 201199773
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Bluerock Residential Growth REIT, Inc.
CENTRAL INDEX KEY: 0001442626
STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798]
IRS NUMBER: 263136483
STATE OF INCORPORATION: MD
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 712 FIFTH AVENUE, 9TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: (212) 843-1601
MAIL ADDRESS:
STREET 1: 712 FIFTH AVENUE, 9TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
FORMER COMPANY:
FORMER CONFORMED NAME: Bluerock Multifamily Growth REIT, Inc.
DATE OF NAME CHANGE: 20130313
FORMER COMPANY:
FORMER CONFORMED NAME: Bluerock Enhanced Multifamily Trust, Inc.
DATE OF NAME CHANGE: 20081209
FORMER COMPANY:
FORMER CONFORMED NAME: Bluerock Enhanced Multifamily REIT, Inc.
DATE OF NAME CHANGE: 20081028
4
1
tm2031832d1_4.xml
OWNERSHIP DOCUMENT
X0306
4
2020-09-23
0
0001442626
Bluerock Residential Growth REIT, Inc.
BRG
0001111908
KAMFAR RAMIN
1345 AVENUE OF THE AMERICAS
32ND FLOOR
NEW YORK
NY
10105
1
1
0
0
Chairman and CEO
OP Units
2020-09-23
4
G
0
419
D
Class A Common Stock
419
4331682
I
See footnote
OP Units
2020-09-23
4
J
0
419
A
Class A Common Stock
419
4332101
I
See footnote
LTIP Units
2020-09-23
4
G
0
65
D
Class A Common Stock
65
2072322
I
See footnote
LTIP Units
2020-09-23
4
J
0
65
A
Class A Common Stock
65
2072387
I
See footnote
OP Units
2020-09-23
4
G
0
988142
D
Class A Common Stock
988142
3343959
I
See footnotes
OP Units
2020-09-23
4
S
0
3329698
D
Class A Common Stock
3329698
14261
I
See footnotes
LTIP Units
2020-09-23
4
S
0
1658404
D
Class A Common Stock
1658404
413983
I
See footnotes
This Form 4 reflects certain transfers, for estate planning purposes, of (a) limited partnership interests ("OP Units") in Bluerock Residential Holdings, LP (the "Operating Partnership"), of which the Issuer is the general partner, and (b) restricted units of partnership interests ("LTIP Units") in the Operating Partnership. After a one year holding period, OP Units may be redeemed for cash or, at the option of the Issuer, for shares of the Issuer's Class A Common Stock, on a one-for-one basis. LTIP Units may, subject to certain limitations, convert to OP Units upon reaching capital account equivalency with the OP Units held by the Issuer, and may then be redeemed for cash or, at the option of the Issuer and after a one year holding period (including any period during which the LTIP Units were held), settled in shares of the Issuer's Class A common stock on a one-for-one basis.
On September 23, 2020, for estate planning purposes, the Reporting Person transferred, for no consideration, (i) an aggregate of 419 OP Units, and (ii) an aggregate of 65 LTIP Units, which were previously indirectly held by the Reporting Person through ownership of membership interests in limited liability companies in which the Reporting Person owns an indirect majority interest, to the Reporting Person's indirect ownership through transfer to an immediate family member sharing the same household. These transfers merely changed the form of the Reporting Person's pecuniary interest in such securities from one form of indirect ownership to another form of indirect ownership.
On September 23, 2020, for estate planning purposes, the Reporting Person transferred, for no consideration, (i) an aggregate of 4,317,840 OP Units, and (ii) an aggregate of 643,399 LTIP Units, which were previously indirectly held by the Reporting Person through ownership of membership interests in limited liability companies in which the Reporting Person owns an indirect majority interest, to the Reporting Person's direct ownership. All of the foregoing transfers were exempt from Section 16 of the Securities Exchange Act of 1934 pursuant to Rule 16a-13 thereunder.
On September 23, 2020, for estate planning purposes, the Reporting Person further transferred, for no consideration, an aggregate of 988,142 OP Units that, following the transfers described in footnote (3) above, were directly held by the Reporting Person, to an irrevocable trust (the "Trust") of which members of the Reporting Person's immediate family members are the beneficiaries, and of which the Reporting Person is neither a trustee nor a beneficiary.
On September 23, 2020, for estate planning purposes, the Reporting Person further transferred to the Trust, for fair market value of $7.59 per unit based on the average closing price of the Issuer's Class A Common Stock for the ten (10) trading days commencing on September 7, 2020 and ending on September 18, 2020, (i) an aggregate of 3,329,698 OP Units, and (ii) an aggregate of 1,658,404 LTIP Units, which in each case, following the transfers described in footnote (3) above, were directly held by the Reporting Person.
/s/ Christopher J. Vohs, Attorney-in-fact
2020-09-25