0001104659-22-107263.txt : 20221007 0001104659-22-107263.hdr.sgml : 20221007 20221007213646 ACCESSION NUMBER: 0001104659-22-107263 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221005 FILED AS OF DATE: 20221007 DATE AS OF CHANGE: 20221007 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Babb James G. III CENTRAL INDEX KEY: 0001575424 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36369 FILM NUMBER: 221301930 MAIL ADDRESS: STREET 1: 712 FIFTH AVENUE STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Bluerock Residential Growth REIT, Inc. CENTRAL INDEX KEY: 0001442626 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 263136483 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 712 FIFTH AVENUE, 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 843-1601 MAIL ADDRESS: STREET 1: 712 FIFTH AVENUE, 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: Bluerock Multifamily Growth REIT, Inc. DATE OF NAME CHANGE: 20130313 FORMER COMPANY: FORMER CONFORMED NAME: Bluerock Enhanced Multifamily Trust, Inc. DATE OF NAME CHANGE: 20081209 FORMER COMPANY: FORMER CONFORMED NAME: Bluerock Enhanced Multifamily REIT, Inc. DATE OF NAME CHANGE: 20081028 4 1 tm2227838-6_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2022-10-05 1 0001442626 Bluerock Residential Growth REIT, Inc. BRG 0001575424 Babb James G. III 1345 AVENUE OF THE AMERICAS 32ND FLOOR NEW YORK NY 10105 0 1 0 0 Chief Strategy Officer Class A Common Stock, Par Value $0.01 per share 2022-10-06 4 J 0 11980 24.25 D 0 D Class C Common Stock, Par Value $0.01 per share 2022-10-06 4 J 0 10916 24.25 D 0 D OP Units 2022-10-05 4 J 0 633250 D Class A Common Stock 633250 0 D LTIP Units 2022-10-05 4 J 0 516694 D Class A Common Stock 516694 0 D 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. 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. 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. 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 2022-10-07