UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| ITEM 3.02 | UNREGISTERED SALES OF EQUITY SECURITIES |
Annual Long-Term Equity Incentive Grants to Manager
On May 25, 2023, Bluerock Homes Trust, Inc., a Maryland corporation (the “Company”) granted (i) 141,665 long-term incentive plan units (“LTIP Units”) of the Company’s operating partnership, Bluerock Residential Holdings, L.P. (the “Operating Partnership”), and (ii) 31,260 shares of the Company’s Class A common stock (“Class A Common Stock”), to the Company’s manager, Bluerock Homes Manager, LLC (the “Manager”), as an annual long-term equity incentive grant for the fiscal year ended December 31, 2022 (together, the “Manager Grant”). The LTIP Units and shares of Class A Common Stock issued as the Manager Grant were issued pursuant to the Company’s 2022 Equity Incentive Plan for Entities. The LTIP Units issued as a portion of the Manager Grant are evidenced by an LTIP Unit Vesting Agreement, and the shares of Class A Common Stock issued as a portion of the Manager Grant are evidenced by a Restricted Stock Vesting Agreement.
The issuances of LTIP Units and shares of Class A Common Stock as the Manager Grant were made in reliance upon exemptions from registration provided by Section 4(a)(2) of the Securities Act of 1933 and Regulation D thereunder for transactions not involving any public offering. No general solicitation or advertising occurred in connection with the issuance and sale of these securities. Such LTIP Units and shares of Class A Common Stock will vest ratably on an annual basis over a three-year period from April 1, 2023. Once vested, the LTIP Units may convert to limited partnership interests of the Operating Partnership (“OP Units”) upon reaching capital account equivalency with the OP Units held by the Company, and may then be redeemed for cash or, at the option of the Company and after a one year holding period (including any period during which the LTIP Units were held), settled in shares of the Company’s Class A Common Stock on a one-for-one basis. From the date of grant, the Manager will be entitled to receive “distribution equivalents” with respect to such LTIP Units, and distributions with respect to such shares of Class A Common Stock, in each case whether or not vested, at the time distributions are paid to the holders of the Company’s Class A Common Stock.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BLUEROCK HOMES TRUST, INC. | ||
| Date: May 26, 2023 | By: | /s/ Christopher J. Vohs |
| Christopher J. Vohs | ||
| Chief Financial Officer and Treasurer | ||