X0203 3 2008-06-30 0 0001384710 BEHRINGER HARVARD MULTIFAMILY REIT I INC NONE 0001218935 MATTOX M JASON 7505 HUNDLEY BLVD. DALLAS TX 75231 0 1 0 0 Executive Vice President Common Stock 1227.748 D Common Stock 24969 I Through Behringer Harvard Holdings, LLC Convertible Stock Common Stock I Through Behringer Harvard Multifamily Advisors I LP 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. 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. 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. 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. Conversion value of the derivative security will be determined at the time of conversion pursuant to the terms of the convertible shares. 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. Exhibit List: Exhibit 24 - Power of Attorney /s/ Michael Jason Mattox 2008-06-27