Babb James G. III Form 4 Bluerock Residential Growth REIT / James G. Babb III 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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X

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^*

Babb James G. III

(Last) (First) (Middle)

1345 AVENUE OF THE AMERICAS

32ND FLOOR

(Street)

NEW YORK NY 10105

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Bluerock Residential Growth REIT, Inc. [ BRG ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Strategy Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/05/2022

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
Class A Common Stock, Par Value $0.01 per share	10/06/2022		J(1)		11,980	D	$24.25	0	D
Class C Common Stock, Par Value $0.01 per share	10/06/2022		J(1)		10,916	D	$24.25	0	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
OP Units	(2)	10/05/2022		J(2)			633,250	(2)	(2)	Class A Common Stock	633,250	(2)	0	D
LTIP Units	(3)	10/05/2022		J(3)			516,694	(3)	(3)	Class A Common Stock	516,694	(3)	0	D

Explanation of Responses:

1. 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.

2. 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.

3. 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.

	/s/ Christopher J. Vohs, Attorney-in-fact	10/07/2022
	** Signature of Reporting Person	Date
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