December 17, 2015
VIA EDGAR
Mr. Daniel L. Gordon
Senior Assistant Chief Accountant
United States Securities and Exchange Commission
Division of Corporate Finance
Washington, DC 20549
| Re: | Bluerock Residential Growth REIT, Inc. |
Form 10-K for the Year Ended December 31, 2014
Filed March 4, 2015
File No. 001-36369
Dear Mr. Gordon:
This letter is submitted on behalf of Bluerock Residential Growth REIT, Inc. (the “Company”) in response to written comments from the staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) dated December 4, 2015, with respect to the Company’s Form 10-K for the year ended December 31, 2014 filed with the Commission on March 4, 2015 (“Form 10-K”). For your convenience, we have reproduced the comments below, followed by our responses.
Item 2. Properties
Development Properties, page 39
| 1. | In future Exchange Act periodic reports, please disclose for each development the costs incurred to date and the budgeted costs. Also, for developments completed in future periods, please disclose the development costs per unit and clearly indicate whether leasing costs are included in this measure. |
Response:
In future Exchange Act periodic reports, we will provide the costs incurred as of the end date of the reporting period and the budgeted costs for our development properties. We will also provide the development costs per unit and clearly indicate the amount of leasing costs.
Item 5. Market Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Distributions, page 41
| 2. | In future Exchange Act periodic reports, please specify the source of funds used to finance distributions. |
Response:
In future Exchange Act periodic reports, we will provide the source of funds used to finance our distributions.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Funds from Operations and Adjusted Funds from Operations, page 37
| 3. | We note that your calculation of FFO, and therefore also AFFO, begins with Net income (loss) attributable to common shareholders. In future periodic filings, please revise your presentation to clearly label the non-GAAP measure as “FFO attributable to common stockholders.” Also make a similar revision to properly label AFFO. |
Response:
In future Exchange Act periodic reports, we will revise the presentation of our non-GAAP measures, FFO and AFFO, to “FFO attributable to common stockholders” and “AFFO attributable to common stockholders,” respectively.
If you have any questions, or if it would expedite your review in any way, please do not hesitate to contact the undersigned at (248) 226-5700 ext. 403.
The Company acknowledges that:
| · | the Company is responsible for the adequacy and accuracy of the disclosure in the filing; |
| · | staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and |
| · | the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Sincerely,
Bluerock Residential Growth REIT, Inc.
/s/Christopher J. Vohs
Christopher J. Vohs
Chief Accounting Officer and Treasurer