8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 11, 2021

Bluerock Residential Growth REIT, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Maryland	001-36369	26-3136483
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

1345 Avenue of the Americas, 32nd Floor 

New York, NY 10105

(Address of principal executive offices)

(212) 843-1601

(Registrant’s telephone number, including area code)

None

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Class A Common Stock, $0.01 par value per share	BRG	NYSE American
8.250% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share	BRG-PrA	NYSE American
7.625% Series C Cumulative Redeemable Preferred Stock, $0.01 par value per share	BRG-PrC	NYSE American
7.125% Series D Cumulative Preferred Stock, $0.01 par value per share	BRG-PrD	NYSE American

Securities registered pursuant to Section 12(g) of the Exchange Act:

Title of each class

Series B Redeemable Preferred Stock, $0.01 par value per share

Warrants to Purchase Shares of Class A Common Stock, $0.01 par value per share

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company  ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ¨

ITEM 5.02  DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On January 11, 2021, Bluerock Residential Growth REIT, Inc. (the “Company”), its operating partnership, Bluerock Residential Holdings, L.P. (the “Operating Partnership”), and the Operating Partnership’s subsidiary, Bluerock REIT Operator, LLC (“REIT Operator”) entered into amendments (together, the “Amendments”) to the respective employment agreements (together, the “Executive Agreements”) of each of Ryan S. MacDonald, previously Chief Acquisitions Officer of the Company, and James G. Babb, III, previously Chief Investment Officer of the Company. Under the terms of the Amendments, effective as of January 11, 2021, Mr. MacDonald will serve as Chief Investment Officer of the Company, and Mr. Babb will serve as Chief Strategy Officer of the Company, in each case to more closely align with their current roles and responsibilities.  No changes were made to the compensatory arrangements of either of Messrs. MacDonald or Babb in connection with the Amendments, and the terms of the Executive Agreements of Messrs. MacDonald and Babb otherwise remain in full force and effect pursuant to their terms.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BLUEROCK RESIDENTIAL GROWTH REIT, INC.
DATE: January 15, 2021	By:	/s/ Christopher J. Vohs
		Christopher J. Vohs
		Chief Financial Officer and Treasurer

XML

Cover	Jan. 11, 2021
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 11, 2021
Entity File Number	001-36369
Entity Registrant Name	Bluerock Residential Growth REIT, Inc.
Entity Central Index Key	0001442626
Entity Tax Identification Number	26-3136483
Entity Incorporation, State or Country Code	MD
Entity Address, Address Line One	1345 Avenue of the Americas
Entity Address, Address Line Two	32nd Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10105
City Area Code	212
Local Phone Number	843-1601
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Class A [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A Common Stock, $0.01 par value per share
Trading Symbol	BRG
Security Exchange Name	NYSEAMER
Cumulative Preferred Stock | Series A [Member]
Document Information [Line Items]
Title of 12(b) Security	8.250% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share
Trading Symbol	BRG
Security Exchange Name	NYSEAMER
Cumulative Preferred Stock | Series C [Member]
Document Information [Line Items]
Title of 12(b) Security	7.625% Series C Cumulative Redeemable Preferred Stock, $0.01 par value per share
Trading Symbol	BRG
Security Exchange Name	NYSEAMER
Cumulative Preferred Stock | Series D [Member]
Document Information [Line Items]
Title of 12(b) Security	7.125% Series D Cumulative Preferred Stock, $0.01 par value per share
Trading Symbol	BRG
Security Exchange Name	NYSEAMER