Key facts
- This page summarizes Ramin Kamfar's Form 4 filing for Bluerock Residential Growth REIT, Inc..
- 6 reported transactions and 4 derivative rows are listed below.
- Accepted by SEC: 07 Oct 2022, 21:39.
Ramin Kamfar - 05 Oct 2022 Form 4 Insider Report for Bluerock Residential Growth REIT, Inc.
- Reporting relationship
- Chairman and CEO, Director
- Issuer ticker
- N/A
- Reported as of
- 05 Oct 2022
- Net transaction value
- -$1,158,883
- SEC form
- 4
- Accepted by SEC
- 07 Oct 2022, 21:39:42 UTC
- Prior SEC filing
- 29 Sep 2022
- Next SEC filing
- 07 Nov 2022
- Source filing
- View source filing
- Reporting owner signature
- /s/ Christopher J. Vohs, Attorney-in-fact
Source evidence
Original filing metadata and source links for verification.
5 source fields
Reporting owner
1 detail
Key filing fact
Ramin Kamfar filed Form 4 for Bluerock Residential Growth REIT, Inc. on 07 Oct 2022.
Change
- Previous filing in this sequence was filed on 29 Sep 2022.
- Current net transaction value: -$1,158,883.
Research use
- This tells you what this filing adds before you inspect full transaction and derivative tables.
- You can trace every row back to the original SEC filing document.
Evidence
Filed on Form 4
View source filing
Ownership activity is grounded in SEC Form 4 disclosures.
Reported non-derivative transactions
Shares, units, or other non-derivative securities reported in this filing.
BRG
transaction
Class A Common Stock, Par Value $0.01 per share
Other
- Transaction value
- $140,892
- Shares
- -5,810
- Change %
- -100%
- Price
- $24.25
- Shares after
- 0
- Date
- 06 Oct 2022
- Ownership
- See Footnote
- Footnotes
- F1
BRG
transaction
Class C Common Stock, Par Value $0.01 per share
Other
- Transaction value
- $1,017,991
- Shares
- -41,979
- Change %
- -100%
- Price
- $24.25
- Shares after
- 0
- Date
- 06 Oct 2022
- Ownership
- See Footnote
- Footnotes
- F1
Reported derivative securities
Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.
BRG
transaction
Derivative
OP Units
Other
- Transaction value
- Shares
- -1,956
- Change %
- -100%
- Price
- Shares after
- 0
- Date
- 05 Oct 2022
- Ownership
- See Footnote
- Underlying class
- Class A Common Stock
- Underlying amount
- 1,956
- Exercise price
- Footnotes
- F2
BRG
transaction
Derivative
LTIP Units
Other
- Transaction value
- Shares
- -65
- Change %
- -0.02%
- Price
- Shares after
- 314,063
- Date
- 05 Oct 2022
- Ownership
- See Footnote
- Underlying class
- Class A Common Stock
- Underlying amount
- 65
- Exercise price
- Footnotes
- F3
BRG
transaction
Derivative
LTIP Units
Other
- Transaction value
- Shares
- -76,706
- Change %
- -24%
- Price
- Shares after
- 237,357
- Date
- 05 Oct 2022
- Ownership
- See Footnote
- Underlying class
- Class A Common Stock
- Underlying amount
- 76,706
- Exercise price
- Footnotes
- F4
BRG
transaction
Derivative
LTIP Units
Other
- Transaction value
- Shares
- -237,357
- Change %
- -100%
- Price
- Shares after
- 0
- Date
- 05 Oct 2022
- Ownership
- Direct
- Underlying class
- Class A Common Stock
- Underlying amount
- 237,357
- Exercise price
- Footnotes
- F5
* marks a reported price that did not pass the local price check.
Additional SEC filing notes
Filing notes and footnotes
Section 16 status
Ramin Kamfar is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.
Explanation of responses 5 footnotes
Footnote 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. These shares were owned by Bluerock Real Estate LLC or its affiliates which are owned by the Reporting Person.
Footnote 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. These Common Units were owned by affiliates or family members of the Reporting Person.
Footnote 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. These LTIP Units are owned by family members of the Reporting Person.
Footnote F4
Represents LTIP Units. 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. These LTIP Units were owned by Bluerock Real Estate LLC, which is majority-owned by the Reporting Person.
Footnote F5
Represents LTIP Units. 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.
SEC 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.