Bluerock Homes Trust (BHM) Form 3/A Bluerock Homes Trust / James G. Babb III ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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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. Date of Event Requiring Statement (Month/Day/Year)
10/06/2022

3. Issuer Name and Ticker or Trading Symbol
Bluerock Homes Trust, Inc. [ BHM ]

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)
10/07/2022

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock, Par Value $0.01 per share	0(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
OP Units	(2)	(2)	Class A Common Stock	439,495(2)	(2)	D

Explanation of Responses:

1. This amended Form 3 is being filed to correct the initial ownership of Class A Common Stock.

2. Represents common units ("Common Units") in Bluerock Residential Holdings, LP (the "Operating Partnership"), of which the Issuer is the general partner. After a one year holding period (including any period during which the Common Units were held), Common Units may be redeemed for cash or, at the option of the Issuer, for shares of the Issuer's Class A Common Stock, on a one-for-one basis, subject to certain adjustments and the terms and conditions of the Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership (the "Partnership Agreement"). Reflects a one share adjustment to the previously filed Form 3 due to fractional share rounding.

Remarks:

This Form 3 reports securities acquired in connection with the transactions contemplated by the Agreement and Plan of Merger, dated as of December 20, 2021, by and among Bluerock Residential Growth REIT, Inc, Badger Parent LLC and Badger Merger Sub LLC, and the Separation and Distribution Agreement, by and among Bluerock Residential Growth REIT, Inc., Badger Parent LLC, Badger Holdco LLC, the Operating Partnership, and the Issuer, dated as of October 5, 2022. Exhibit List Exhibit 24 - Power of Attorney

	/s/ Christopher J. Vohs, Attorney-in-fact	02/14/2023
	** 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 5 (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).
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