Elizabeth Scott Harrison - Oct 5, 2022 Form 4 Insider Report for Bluerock Residential Growth REIT, Inc. (BRG)

Role: Director
Signature: /s/ Christopher J. Vohs, Attorney-in-fact
Stock symbol: BRG
Transactions as of: Oct 5, 2022
Transactions value $: $0
Form type: 4
Date filed: 10/7/2022, 09:35 PM
Previous filing: Jan 4, 2022
Next filing: Oct 7, 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	Other		-28.1K	-100%		0	Oct 5, 2022	Class A Common Stock	28.1K		Direct	F1

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

Elizabeth Scott Harrison is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Represents vested long-term incentive plan units ("LTIP Units") in Bluerock Residential Holdings, LP (the "Operating Partnership"), of which Bluerock Residential Growth REIT, Inc. (the "Company") was the general partner until its withdrawal as general partner and the admission of Bluerock Homes Trust, Inc. ("BHM") as substitute general partner on October 5, 2022. Effective October 5, 2022, redemptions of common units ("Common Units") of the Operating Partnership (into which LTIP Units are convertible) were no longer able to be settled by the Operating Partnership in shares of the Company's Class A common stock and became able to be settled in shares of BHM Class A common stock.

Content

Represents vested long-term incentive plan units ("LTIP Units") in Bluerock Residential Holdings, LP (the "Operating Partnership"), of which Bluerock Residential Growth REIT, Inc. (the "Company") was the general partner until its withdrawal as general partner and the admission of Bluerock Homes Trust, Inc. ("BHM") as substitute general partner on October 5, 2022. Effective October 5, 2022, redemptions of common units ("Common Units") of the Operating Partnership (into which LTIP Units are convertible) were no longer able to be settled by the Operating Partnership in shares of the Company's Class A common stock and became able to be settled in shares of BHM Class A common stock.

Remarks:

This Form 4 reports securities disposed of in connection with the transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement"), dated as of December 20, 2021, by and among the Company, Badger Parent LLC and Badger Merger Sub LLC ("Merger Sub"), a copy of which is filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 21, 2021. Pursuant to the Merger Agreement, on October 6, 2022 (the "Effective Time"), the Company merged with and into Merger Sub, with Merger Sub surviving, and the separate existence of the Company ceased.