Statement of Changes in Beneficial Ownership (4)
14 Avril 2022 - 11:26PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Konig Michael L. |
2. Issuer Name and Ticker or Trading Symbol
Bluerock Residential Growth REIT, Inc.
[
BRG
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) See Remarks |
(Last)
(First)
(Middle)
1345 AVENUE OF THE AMERICAS,, 32ND FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/28/2022 |
(Street)
NEW YORK, NY 10105
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class C Common Stock | 2/28/2022 | | J | | 8670 | D | (1) | 0 | I | See Footnote (1) |
Class A Common Stock | 2/28/2022 | | J | | 8670 | A | (1) | 726677 | I | See Footnote (1) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
LTIP Units | (2) | 4/12/2022 | | D | | | 1985 | (2) | (2) | Class A Common Stock | 1985 | (2) | 271037 | I | See Footnote (2) |
LTIP Units | (3) | 4/12/2022 | | A | | 9276 | | (3) | (3) | Class A Common Stock | 9276 | (3) | 280313 | I | See Footnote (3) |
LTIP Units | (4) | 4/12/2022 | | A | | 7312 | | (4) | (4) | Class A Common Stock | 7312 | (4) | 287625 | I | See Footnote (4) |
Explanation of Responses: |
(1) | Shares of the Issuer's Class C Common Stock converted automatically, at the holder's option, into shares of the Issuer's Class A Common Stock on a one-for-one basis, upon the occurrence of certain transfers of units of limited partnership interest ("OP Units") in Bluerock Residential Holdings, LP (the "Operating Partnership"). These shares are owned by Konig & Associates, LLC, which is 100% owned by Michael Konig. |
(2) | Represents the forfeiture of long-term incentive plan units ("LTIP Units") in the Operating Partnership, of which the Issuer is the general partner, granted to the reporting person on January 1, 2019, which were eligible to vest subject to achievement of certain performance criteria and established targets over a three-year performance period. Upon grant, the maximum vesting amount was reported in Table II of Form 4. On April 12, 2022, the Issuer determined that, based on the Issuer's performance over the applicable performance period, 39,822 LTIP Units would vest and 1,985 LTIP Units would be forfeited. These LTIP Units are owned by Konig & Associates, LLC. |
(3) | Represents LTIP Units in the Operating Partnership, of which the Issuer is the general partner. These LTIP Units are issued in payment of a portion of the annual incentive bonus for the fiscal year ended December 31, 2021. These LTIP Units are vested upon issuance 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. These LTIP Units are owned by Konig & Associates, LLC. |
(4) | Represents LTIP Units in the Operating Partnership, of which the Issuer is the general partner. These LTIP Units are issued in payment of a portion of the annual incentive bonus for the fiscal year ended December 31, 2021. These LTIP Units will vest on the first anniversary of issuance 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. These LTIP Units are owned by Konig & Associates, LLC. |
Remarks: Chief Legal Officer and Secretary |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Konig Michael L. 1345 AVENUE OF THE AMERICAS, 32ND FLOOR NEW YORK, NY 10105 |
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| See Remarks |
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Signatures
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/s/ Christopher J. Vohs, Attorney-in-fact | | 4/14/2022 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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