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

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1. Name and Address of Reporting Person^*

MATTOX M JASON

(Last)

(First)

(Middle)

7505 HUNDLEY BLVD.

(Street)

DALLAS

75231

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/30/2008

3. Issuer Name and Ticker or Trading Symbol
BEHRINGER HARVARD MULTIFAMILY REIT I INC [ NONE ]

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

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

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)
Common Stock	1,227.748	D
Common Stock	24,969	I	Through Behringer Harvard Holdings, LLC⁽¹⁾

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	⁽²⁾	⁽³⁾	Common Stock	⁽⁴⁾	⁽⁵⁾	I	Through Behringer Harvard Multifamily Advisors I LP⁽⁶⁾

Explanation of Responses:

1. These reported securities are directly owned by Behringer Harvard Holdings, LLC and indirectly by Mr. Mattox as an owner of outstanding membership interests in Behringer Harvard Holdings, LLC. Mr. Mattox disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

2. These reported securities shall become convertible upon: (i) termination of the Advisory Management Agreement entered into between Behringer Harvard Multifamily Advisors I LP and Behringer Harvard Multifamily REIT I, Inc.; (ii) if stockholders of Behringer Harvard Multifamily REIT I, Inc. are paid distributions equivalent to issue price of the common stock plus a return; or (iii) the listing of the common stock for trading on a national securities exchange.

3. Other than a termination or expiration without renewal of the Advisory Management Agreement with Behringer Harvard Multifamily Advisors I LP (the "Advisor") by Behringer Harvard Multifamily REIT I, Inc. because of a material breach by the Advisor prior to or at an event that would trigger conversion of these reportable securities or other termination of the Advisory Management Agreement with the Advisor, there is no expiration date on these outstanding reportable securities becoming convertible.

4. 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.

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

6. Mr. Mattox directly owns membership interests in Behringer Harvard Holdings, LLC that owns and controls directly 100% of the sole general partner and owns and controls indirectly 100% of the sole limited partner of Behringer Harvard Multifamily Advisors I LP that owns these reported securities.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Michael Jason Mattox	06/27/2008
	** 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).
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