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