Form Type: 4

SEC EDGAR Link
Accession Number:0001104659-21-001039
Date:2021-01-01
Issuer: BLUEROCK RESIDENTIAL GROWTH REIT, INC. (BRG)
Original Submission Date:

Reporting Person:

DIFRANCO MICHAEL
1345 AVENUE OF THE AMERICAS,
32ND FLOOR NEW YORK, NY 10105

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
LTIP UNITS 0.0 2021-01-01 deemed execution date A 10,854 (a) class a common stock 10,854 $0.00 62,298 indirect see footmote
LTIP UNITS 0.0 2021-01-01 deemed execution date A 21,709 (a) class a common stock 21,709 $0.00 84,007 indirect see footmote
Footnotes
IDfootnote
f1 represents long-term incentive plan units ("ltip units") in bluerock residential holdings, lp (the "operating partnership"), of which the issuer is the general partner. these ltip units will vest ratably over a three year period and may convert to op units upon reaching capital account equivalency with the op units held by the issuer, and may then be redeemed for cash or, at the option of the issuer and after a one year holding period (including any period during which the ltip units were held), settled in shares of the issuer's class a common stock on a one-for-one basis.
f2 represents ltip units in the operating partnership, of which the issuer is the general partner. these long term performance awards ltip units are subject to a three-year performance period and may vest at the end of that period subject to performance criteria and established targets. the ltips may convert to op units upon reaching capital account equivalency with the op units held by the issuer, and may then be redeemed for cash or, at the option of the issuer and after a one year holding period (including any period during which the ltip units were held), settled in shares of the issuer's class a common stock on a one-for-one basis.
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