BRT Apartments (BRT) Form 4 BRT Apartments / JEFFREY GOULD ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GOULD JEFFREY

(Last) (First) (Middle)

60 CUTTER MILL ROAD, SUITE 303

(Street)

GREAT NECK NY 11021

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BRT Apartments Corp. [ BRT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
PRESIDENT AND CEO

3. Date of Earliest Transaction (Month/Day/Year)
04/09/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock								23,469	I	By Gould Shenfeld Family Foundation(4)
Common Stock								3,315	I	As custodian(5)
Common Stock								33,259	I	By Gould Family Trust(6)
Common Stock								2,989,898	I	By Gould Investors L.P.(7)
Common Stock	04/09/2021		M		23,125(1)	A	(1)	435,236	D
Common Stock	06/09/2021		A		14,800(2)	A	$0	450,036	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	$0(3)	04/09/2021(3)		M			23,125	(3)	(3)	Common Stock	23,125	(3)	0(3)	D

Explanation of Responses:

1. Represents the receipt of shares upon satisfaction of specified metrics with respect to restricted stock units granted on June 6, 2016. See Note 3.

2. These shares were issued as restricted stock effective June 9, 2021 under the issuer's 2020 Incentive Plan. Generally, subject to the reporting person's continued relationship with issuer, the shares vest on June 8, 2026.

3. Represents the achievement of specified metrics relating to such restricted stock units which were issued in 2016 and for which the measurement period ended March 31, 2021. See Note 1. After giving effect to the exchange of the number of RSUs reflected in Column 5 of Table II for the equivalent number of shares of common stock reflected in Table I, the reporting person does not own any derivative securities.

4. Reporting person is a director of the Gould Shenfeld Family Foundation.

5. Reporting person holds these shares as custodian for one of his children. Reporting person disclaims any beneficial interest in these shares.

6. Reporting person is a trustee of the Gould Family Trust, which owns these shares.

7. Reporting person is an officer of managing general partner of Gould Investors L.P. Reporting person also holds limited partnership units in Gould Investors L.P., including shares in which he does not have a pecuniary interest. These shares represent all shares of the issuer owned by Gould Investors L.P. Includes shares obtained through issuer's dividend reinvestment plan.

Remarks:

	/s/ Jeffrey A. Gould	06/11/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.