FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

Ruddy Jordan B.
2. Issuer Name and Ticker or Trading Symbol

Bluerock Residential Growth REIT, Inc. [ BRG ]
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)

4/12/2022
(Street)

NEW YORK, NY 10105
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
LTIP Units  (1)4/12/2022  D     1985   (1) (1)Class A Common Stock 1985  (1)165213 I See Footnote (1)
LTIP Units  (2)4/12/2022  A   9990     (2) (2)Class A Common Stock 9990  (2)175203 I See Footnote (2)
LTIP Units  (3)4/12/2022  A   7874     (3) (3)Class A Common Stock 7874  (3)183077 I See Footnote (3)

Explanation of Responses:
(1) Represents the forfeiture of long-term incentive plan units ("LTIP Units") in Bluerock Residential Holdings, LP (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.
(2) 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.
(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 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.

Remarks:
Chief Operating Officer and President

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Ruddy Jordan B.
1345 AVENUE OF THE AMERICAS,
32ND FLOOR
NEW YORK, NY 10105


See Remarks

Signatures
/s/ Christopher J. Vohs, Attorney-in-fact4/14/2022
**Signature of Reporting PersonDate


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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