Ryan S. MacDonald - Oct 6, 2022 Form 3 Insider Report for Bluerock Homes Trust, Inc. (BHM)

Role: Chief Investment Officer
Signature: /s/ Christopher J. Vohs, Attorney-in-fact
Stock symbol: BHM
Transactions as of: Oct 6, 2022
Transactions value $: $0
Form type: 3
Date filed: 10/7/2022, 09:25 PM
Previous filing: Oct 7, 2022
Next filing: Jan 4, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	BHM	Class C Common Stock, Par Value $0.01 per share						341	Oct 6, 2022	Direct

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
holding	BHM	OP Units							Oct 6, 2022	Class A Common Stock	116K		Direct	F1
holding	BHM	LTIP Units							Oct 6, 2022	Class A Common Stock	365K		Direct	F2

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

Explanation of Responses:

Id	Content
F1	Represents common units ("Common Units") in Bluerock Residential Holdings, LP (the "Operating Partnership"), of which the Issuer is the general partner. After a one year holding period (including any period during which the Common Units were held), Common Units may be redeemed for cash or, at the option of the Issuer, for shares of the Issuer's Class A Common Stock, on a one-for-one basis, subject to certain adjustments and the terms and conditions of the Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership, as amended (the "Partnership Agreement").
F2	Represents long-term incentive plan units ("LTIP Units") in the Operating Partnership, of which the Issuer is the general partner. The LTIP Units may convert to Common Units upon reaching capital account equivalency with the Common Units held by the Issuer, and may then after a one year holding period (including any period during which the LTIP Units were held) be redeemed for cash, or at the option of the Issuer, for shares of the Issuer's Class A common stock on a one-for-one basis, subject to certain adjustments and the terms and conditions of the Partnership Agreement.

Content

Represents common units ("Common Units") in Bluerock Residential Holdings, LP (the "Operating Partnership"), of which the Issuer is the general partner. After a one year holding period (including any period during which the Common Units were held), Common Units may be redeemed for cash or, at the option of the Issuer, for shares of the Issuer's Class A Common Stock, on a one-for-one basis, subject to certain adjustments and the terms and conditions of the Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership, as amended (the "Partnership Agreement").

Represents long-term incentive plan units ("LTIP Units") in the Operating Partnership, of which the Issuer is the general partner. The LTIP Units may convert to Common Units upon reaching capital account equivalency with the Common Units held by the Issuer, and may then after a one year holding period (including any period during which the LTIP Units were held) be redeemed for cash, or at the option of the Issuer, for shares of the Issuer's Class A common stock on a one-for-one basis, subject to certain adjustments and the terms and conditions of the Partnership Agreement.

Remarks:

This Form 3 reports securities acquired in connection with the transactions contemplated by the Agreement and Plan of Merger, dated as of December 20, 2021, by and among Bluerock Residential Growth REIT, Inc, Badger Parent LLC and Badger Merger Sub LLC, and the Separation and Distribution Agreement, by and among Bluerock Residential Growth REIT, Inc., Badger Parent LLC, Badger Holdco LLC, the Operating Partnership, and the Issuer, dated as of October 5, 2022. Exhibit List Exhibit 24 - Power of Attorney