UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): August 1, 2014
| Bluerock Residential Growth REIT, Inc. |
| (Exact Name of Registrant as Specified in Its Charter) |
| Maryland |
|
001-36369 |
|
26-3136483 |
| (State or other jurisdiction of incorporation or organization) |
|
(Commission File Number)
|
|
(I.R.S. Employer
Identification No.) |
|
712 Fifth Avenue, 9th Floor
New York, NY 10019 |
| (Address of principal executive offices) |
| |
| (212) 843-1601 |
| (Registrant’s telephone number, including area code) |
| |
| None. |
| (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| ITEM 7.01 |
REGULATION FD DISCLOSURE. |
On August 1, 2014,
we issued a “Stop-Look-and-Listen” letter to our stockholders with respect to an unsolicited tender offer from MacKenzie
Realty Capital, Inc. to purchase up to 90,000 of our outstanding shares of Class B common stock. A copy of the letter to stockholders
is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in
Item 7.01 of this Current Report, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that
Section, and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities
Act of 1933, as amended, unless it is specifically incorporated by reference therein.
| ITEM 9.01 |
FINANCIAL STATEMENTS AND EXHIBITS. |
The following exhibit
relating to Item 7.01 of this Current Report on Form 8-K is intended to be furnished to, not filed with, the SEC pursuant to Regulation
FD.
| Exhibit No. |
|
Description |
| |
|
|
| 99.1 |
|
Letter to Stockholders of Bluerock Residential Growth REIT, Inc., dated August 1, 2014 |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
| |
BLUEROCK RESIDENTIAL GROWTH REIT, INC. |
| |
|
|
| |
|
|
| Dated: August 1, 2014 |
By: |
/s/ R. Ramin Kamfar |
| |
|
R. Ramin Kamfar |
| |
|
Chief Executive Officer and President |
