Ramin Kamfar - Oct 5, 2022 Form 4 Insider Report for Bluerock Homes Trust, Inc. (BHM)

Role
Chairman and CEO, Director
Signature
/s/ Christopher J. Vohs, Attorney-in-fact
Stock symbol
BHM
Transactions as of
Oct 5, 2022
Transactions value $
$0
Form type
4
Date filed
10/7/2022, 09:29 PM
Previous filing
Sep 29, 2022
Next filing
Nov 7, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BHM Class A Common Stock, par value $0.01 per share Other +726 726 Oct 6, 2022 See footnote F1
transaction BHM Class C Common Stock, par value $0.01 per share Other +5.25K 5.25K Oct 6, 2022 See footnote F1

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 BHM OP Units Other +1.36K 1.36K Oct 5, 2022 Class A Common Stock 1.36K See footnote F2
transaction BHM LTIP Units Other +45 45 Oct 5, 2022 Class A Common Stock 45 See footnote F3
transaction BHM LTIP Units Other +53.2K +118302.22% 53.3K Oct 5, 2022 Class A Common Stock 53.2K See footnote F4
transaction BHM LTIP Units Other +165K +309.18% 218K Oct 5, 2022 Class A Common Stock 165K Direct F5
transaction BHM LTIP Units Disposed to Issuer -62.1K -28.48% 156K Oct 6, 2022 Class A Common Stock 62.1K Direct F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents securities acquired pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of December 20, 2021, by and among Bluerock Residential Growth REIT, Inc. ("BRG"), Badger Parent LLC ("Badger Parent") and Badger Merger Sub LLC, and the Separation and Distribution Agreement (the "Separation and Distribution Agreement"), dated as of October 5, 2022, by and among BRG, Badger Parent, Badger Holdco LLC, Bluerock Residential Holdings, LP (the "Operating Partnership"), and the Issuer, dated as of October 5, 2022. These shares are owned by Bluerock Real Estate LLC or its affiliates which are owned by the Reporting Person.
F2 Represents common units ("Common Units") in the Operating Partnership, of which the Issuer is the general partner. After a one year holding period (including any period during which the OP Units were held), OP 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"). These Common Units are owned by affiliates or family members of the Reporting Person.
F3 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. These LTIP Units are owned by family members of the Reporting Person.
F4 Represents 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. These LTIP Units are owned by Bluerock Real Estate LLC which is majority-owned by the Reporting Person.
F5 Represents 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.
F6 Represents the forfeiture of performance-based LTIP Units, of which the Issuer is the general partner, which were eligible to vest subject to achievement of certain performance criteria and established targets over three-year performance periods. On October 6, 2022, in connection with the transactions contemplated by the Merger Agreement, (i) the performance-based LTIP Units were vested based on the level of achievement of the applicable performance criteria, and pro-rated to reflect the truncated performance period, with any unvested portion being forfeited and (ii) the time-based LTIP Units were fully vested.

Remarks:

This Form 4 reports securities acquired or disposed of in connection with the transactions contemplated by the Merger Agreement and the Separation and Distribution Agreement. Exhibit List Exhibit 24 - Power of Attorney