Michael DiFranco - Oct 5, 2022 Form 4 Insider Report for Bluerock Residential Growth REIT, Inc. (BRG)

Role: Executive VP, Operations
Signature: /s/ Christopher J. Vohs, Attorney-in-fact
Stock symbol: BRG
Transactions as of: Oct 5, 2022
Transactions value $: -$30,313
Form type: 4
Date filed: 10/7/2022, 09:38 PM
Previous filing: Apr 14, 2022
Next filing: Feb 14, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	BRG	Class A Common Stock, Par Value $0.01 per share	Other	-$30.3K	-1.25K	-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	LTIP Units	Other		-102K	-100%		0	Oct 5, 2022	Class A Common Stock	102K		Direct	F2

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

Michael DiFranco 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 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.

Content

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.

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.