SC 13D/A

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

825,365

SOLE DISPOSITIVE POWER

0

SHARES DISPOSITIVE POWER

825,365

0001193125-19-141606.txt : 20190508 0001193125-19-141606.hdr.sgml : 20190508 20190508172103 ACCESSION NUMBER: 0001193125-19-141606 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20190508 DATE AS OF CHANGE: 20190508 GROUP MEMBERS: HARBERT FUND ADVISORS, INC. GROUP MEMBERS: HARBERT MANAGEMENT CORP GROUP MEMBERS: HARBERT SPECIAL OPPORTUNITY FUND GP, LLC GROUP MEMBERS: JACK BRYANT GROUP MEMBERS: RAYMOND HARBERT GROUP MEMBERS: TODD N. JORDAN SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88089 FILM NUMBER: 19807751 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Harbert Special Opportunity Fund, LP CENTRAL INDEX KEY: 0001741063 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2100 THIRD AVENUE NORTH STREET 2: SUITE 600 CITY: BIRMINGHAM STATE: AL ZIP: 35203 BUSINESS PHONE: 205.987.5585 MAIL ADDRESS: STREET 1: 2100 THIRD AVENUE NORTH STREET 2: SUITE 600 CITY: BIRMINGHAM STATE: AL ZIP: 35203 SC 13D/A 1 d740889dsc13da.htm SC 13D/A SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)*

BLUEROCK RESIDENTIAL GROWTH REIT, INC.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

09627J102

(CUSIP Number)

John W. McCullough, Esq.

c/o Harbert Special Opportunity Fund, LP

2100 Third Avenue North Suite 600

Birmingham, AL 35203

Telephone Number 205-987-5576

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 8, 2019

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.240.13d-1 (e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

CUSIP No. 09627J102


1.		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Harbert Special Opportunity Fund, LP
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
3.		SEC USE ONLY
4.		SOURCE OF FUNDS* WC
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

CUSIP No. 09627J102


1.		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Harbert Special Opportunity Fund GP, LLC
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
3.		SEC USE ONLY
4.		SOURCE OF FUNDS* AF
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

CUSIP No. 09627J102


1.		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Harbert Fund Advisors, Inc.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
3.		SEC USE ONLY
4.		SOURCE OF FUNDS* AF
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION Alabama

CUSIP No. 09627J102


1.		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Harbert Management Corporation
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
3.		SEC USE ONLY
4.		SOURCE OF FUNDS* AF
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION Alabama

CUSIP No. 09627J102


1.		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Jack Bryant
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
3.		SEC USE ONLY
4.		SOURCE OF FUNDS* AF
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

CUSIP No. 09627J102


1.		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Todd N. Jordan
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
3.		SEC USE ONLY
4.		SOURCE OF FUNDS* AF
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

CUSIP No. 09627J102


1.		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Raymond Harbert
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
3.		SEC USE ONLY
4.		SOURCE OF FUNDS* AF
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

CUSIP No. 09627J102

SCHEDULE 13D

This Amendment No. 2 supplements the information set forth in the Schedule 13D filed by the Reporting Persons with the United States Securities and Exchange Commission (the “SEC”) on October 29, 2018 (the “Original Schedule 13D”), as amended on March 18, 2019 (the “Schedule 13D”), relating to the Issuers’ Class A Common Stock (the “Shares”) of Bluerock Residential Growth REIT, Inc., a Maryland corporation (the “Issuer”). All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.

The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. The Schedule 13D is hereby amended as follows:

Item 5.

Interest in Securities of the Issuer

(a) - (d) As of the date hereof, HFA, HMC, Fund GP, the Fund, Jack Bryant, Todd N. Jordan and Raymond Harbert may be deemed to be the beneficial owners of 825,365 Shares, which constitutes 3.579% of the Shares, based upon 23,063,119* shares outstanding as of the date hereof.

HFA has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 825,365 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 825,365 Shares.

HMC has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 825,365 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 825,365 Shares.

The Fund GP has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 825,365 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 825,365 Shares.

The Fund has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 825,365 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 825,365 Shares.

Jack Bryant has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 825,365 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 825,365 Shares.

Todd N. Jordan has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 825,365 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 825,365 Shares.

Raymond Harbert has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 825,365 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 825,365 Shares.

The transactions by the Reporting Persons in the securities of the Issuer during the past sixty days are set forth in Exhibit 99.1. All such transactions were carried out in open market transactions.

*	*This outstanding Shares figure reflects the number of outstanding Shares at 23,063,119, as reported in the Issuer’s Form* *10-K,* *filed on February* *27, 2019*.

Item 5(e) of the Original Schedule 13D is amended and restated as follows:

As a result of the transactions described herein, the Reporting Persons ceased to be beneficial owners of more than 5% of the Shares. As the Reporting Persons own less than 5% of the Shares, this Amendment will be the Reporting Persons final Schedule 13D amendment filing until such time, if any, as the Reporting Persons again exceed the 5% ownership threshold in respect of the Shares.

Item 7.

Material to be Filed as Exhibits

Item 7 is hereby amended to add the following exhibit:

Exhibit 99.1 Schedule of transactions in Shares.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


May 8, 2019
(Date)

Harbert Special Opportunity Fund, LP

By:		Harbert Special Opportunity Fund GP, LLC,
		its General Partner

By:		Harbert Management Corporation,
		its Managing Member

By:		/s/ John McCullough
		Executive Vice President and General Counsel

Harbert Special Opportunity Fund GP, LLC*

By:		Harbert Management Corporation,
		its Managing Member

By:		/s/ John McCullough
		Executive Vice President and General Counsel

Harbert Fund Advisors, Inc.*

By:		/s/ John McCullough
		Executive Vice President and General Counsel

Harbert Management Corporation*

By:		/s/ John McCullough
		Executive Vice President and General Counsel

		/s/ Jack Bryant
		Jack Bryant*

		/s/ Todd N. Jordan
		Todd N. Jordan*

		/s/ Raymond Harbert
		Raymond Harbert*

This reporting person disclaims beneficial ownership of these reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that any such person is the beneficial owner of these securities for purposes of Section 16 of the U.S. Securities Exchange Act of 1934, as amended, or for any other purpose.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

EX-99.1 2 d740889dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

Schedule of Transactions in Shares


Date of Transaction	Title of Class	Number of Shares Acquired	Number of Shares Disposed		Price Per Share
3/19/2019	Class A Common Stock, $0.01 par value			9,444		10.8605

3/20/2019	Class A Common Stock, $0.01 par value			14,239		10.8549

3/21/2019	Class A Common Stock, $0.01 par value			30,000		10.8175

3/26/2019	Class A Common Stock, $0.01 par value			5,000		10.6011

3/26/2019	Class A Common Stock, $0.01 par value			5,000		10.6643

3/27/2109	Class A Common Stock, $0.01 par value			8,337		10.7366

3/28/2019	Class A Common Stock, $0.01 par value			10,000		10.7330

3/29/2019	Class A Common Stock, $0.01 par value			15,000		10.7480

4/1/2019	Class A Common Stock, $0.01 par value			1,208		10.6908

4/2/2019	Class A Common Stock, $0.01 par value			15,000		10.7993

4/3/2019	Class A Common Stock, $0.01 par value			11,520		10.9204

4/29/2019	Class A Common Stock, $0.01 par value			13,160		11.3116

4/30/2019	Class A Common Stock, $0.01 par value			18,861		11.2837

4/30/2019	Class A Common Stock, $0.01 par value			841		11.3600

5/1/2019	Class A Common Stock, $0.01 par value			14,761		11.2155

5/1/2019	Class A Common Stock, $0.01 par value			1,100		11.2800

5/2/2019	Class A Common Stock, $0.01 par value			16,633		11.1324

5/3/2019	Class A Common Stock, $0.01 par value			19,871		11.2154

5/6/2019	Class A Common Stock, $0.01 par value			32,810		11.5098

5/7/2019	Class A Common Stock, $0.01 par value			36,654		11.4101

5/7/2019	Class A Common Stock, $0.01 par value			2,000		11.2130

5/7/2019	Class A Common Stock, $0.01 par value			30,000		11.150

5/8/2019	Class A Common Stock, $0.01 par value			120,837		11.1385

5/8/2019	Class A Common Stock, $0.01 par value			25,000		11.1500