Ryan S. MacDonald - Oct 5, 2022 Form 4 Insider Report for Bluerock Residential Growth REIT, Inc. (BRG)

Role
Chief Investment Officer
Signature
/s/ Christopher J. Vohs, Attorney-in-fact
Stock symbol
BRG
Transactions as of
Oct 5, 2022
Transactions value $
-$66,178
Form type
4
Date filed
10/7/2022, 09:37 PM
Previous filing
Apr 14, 2022
Next filing
Oct 7, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BRG Class C Common Stock, Par Value $0.01 per share Other -$66.2K -2.73K -100% $24.25 0 Oct 6, 2022 Direct 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 BRG OP Units Other -167K -100% 0 Oct 5, 2022 Class A Common Stock 167K Direct F2
transaction BRG LTIP Units Other -608K -100% 0 Oct 5, 2022 Class A Common Stock 608K Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Ryan S. MacDonald is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Reflects securities disposed of 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. (the "Company"), Badger Parent LLC ("Parent") 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 (the "SEC") 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. At the Effective Time, each issued and outstanding share of common stock of the Company was automatically converted into the right to receive $24.25 in cash (the "Merger Consideration"), without interest.
F2 Represents common units ("Common Units") in Bluerock Residential Holdings, LP (the "Operating Partnership"), of which the Company was the general partner until its withdrawal as general partner and the admission of Bluerock Homes Trust, Inc. ("BHM") as general partner on October 5, 2022. Effective October 5, 2022, redemptions of Common Units 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.
F3 Represents long-term incentive plan units ("LTIP Units") in the Operating Partnership. Effective October 5, 2022, redemptions of Common Units (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 Merger Agreement, a copy of which is filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the SEC on December 21, 2021. Pursuant to the Merger Agreement, at the Effective Time, the Company merged with and into Merger Sub, with Merger Sub surviving, and the separate existence of the Company ceased.