Ramin Kamfar - Nov 2, 2023 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: Nov 2, 2023
Transactions value $: $0
Form type: 4
Date filed: 11/6/2023, 06:15 PM
Previous filing: Aug 16, 2023
Next filing: Nov 15, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	BHM	Class A common stock	Disposed to Issuer		-31.3K	-97.73%		726	Nov 2, 2023	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	LTIP Units	Disposed to Issuer		-367K	-39.57%		561K	Nov 2, 2023	Class A Common Stock	367K		See Footnote	F2
transaction	BHM	LTIP Units	Disposed to Issuer		-84K	-14.97%		477K	Nov 2, 2023	Class A Common Stock	84K		See Footnote	F3
transaction	BHM	LTIP Units	Award		+126K	+26.41%		603K	Nov 3, 2023	Class A Common Stock	126K		Direct	F4, F5

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

Explanation of Responses:

Id	Content
F1	The reported transaction represents the Reporting Person's voluntary forfeiture of previously awarded, unvested restricted shares of the Issuer's Class A common stock, $0.01 par value per share, issued to Bluerock Homes Manager, LLC (the "Manager"), in which the Reporting Person owns an indirect pecuniary interest, on May 25, 2023 in payment of a portion of the annual long-term equity incentive grant for the fiscal year ended December 31, 2022, pursuant to the Issuer's 2022 Equity Incentive Plan for Entities (the "Plan").
F2	The reported transaction represents the Reporting Person's voluntary forfeiture of previously awarded, unvested long-term incentive plan units ("LTIP Units") in Bluerock Residential Holdings, LP (the "Operating Partnership"), of which the Issuer is the general partner. The LTIP Units were issued to the Manager, in which the Reporting Person owns an indirect pecuniary interest, pursuant to the Plan on November 3, 2022, in payment of the initial staking grant.
F3	The reported transaction represents the Reporting Person's voluntary forfeiture of previously awarded, unvested LTIP Units in the Operating Partnership, of which the Issuer is the general partner. The LTIP Units were issued to the Manager, in which the Reporting Person owns an indirect pecuniary interest, pursuant to the Plan on May 25, 2023 in payment of a portion of the annual long-term equity incentive grant for the fiscal year ended December 31, 2022.
F4	Represents LTIP Units issued, at the direction of the Manager, in satisfaction of the Manager's reimbursement obligation to its affiliate, Bluerock Real Estate Holdings, LLC ("BREH"), for the portion of the initial staking grant payable by BREH to the Reporting Person for services provided to the Manager in the Reporting Person's capacity as Chief Executive Officer thereof. Such LTIP Units will vest one-fifth on November 3, 2023, and the remainder will vest ratably on an annual basis over a four-year period.
F5	Once vested, these awards of LTIP Units may convert to limited partnership interests of the Operating Partnership ("OP Units") upon reaching capital account equivalency with the OP Units held by the Company, and may then be redeemed for cash or, at the option of the Issuer and after a one year holding period (including any period during which the LTIP Units were held), settled in shares of the Issuer's Class A common stock on a one-for-one basis. The Reporting Person will be entitled to receive "distribution equivalents" with respect to such LTIP Units, whether or not vested, at the same time as distributions are paid to the holders of the Issuer's Class A common stock.