Ramin Kamfar - Feb 28, 2022 Form 4 Insider Report for Bluerock Residential Growth REIT, Inc. (BRG)

Role: Chairman and CEO, Director
Signature: /s/ Christopher J. Vohs, Attorney-in-fact
Stock symbol: BRG
Transactions as of: Feb 28, 2022
Transactions value $: $0
Form type: 4
Date filed: 3/4/2022, 04:16 PM
Previous filing: Jan 4, 2022
Next filing: Mar 11, 2022

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	BRG	LTIP Units	Award		+16.4K	+7.68%		230K	Feb 28, 2022	Class A Common Stock	16.4K		See Footnote	F1
transaction	BRG	LTIP Units	Award		+6.94K	+3.02%		237K	Feb 28, 2022	Class A Common Stock	6.94K		See Footnote	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
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 are owned by Bluerock Real Estate, LLC, in which R. Ramin Kamfar owns a 99% direct interest. These LTIP Units will vest on the first anniversary of issuance, and may convert to units of limited partnership interest in the Operating Partnership ("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 Unit were held), settled in shares of the Issuer's Class A common stock on a one-for-one basis.
F2	Represents long-term incentive plan units ("LTIP Units") in the Operating Partnership issued in payment of salary for the quarter ending March 31, 2022. 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.

Content

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 are owned by Bluerock Real Estate, LLC, in which R. Ramin Kamfar owns a 99% direct interest. These LTIP Units will vest on the first anniversary of issuance, and may convert to units of limited partnership interest in the Operating Partnership ("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 Unit were held), settled in shares of the Issuer's Class A common stock on a one-for-one basis.

Represents long-term incentive plan units ("LTIP Units") in the Operating Partnership issued in payment of salary for the quarter ending March 31, 2022. 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.