Note 15 – Subsequent Events

Distributions Declared

On January 13, 2016, the Company’s Board declared monthly dividends for the first quarter of 2016 equal to a quarterly rate of $0.29 per share on the Company’s Class A common stock and Class B common stock, payable to the stockholders of record as of January 25, 2016, February 25, 2016 and March 24, 2016, which will be paid in cash on February 5, 2016, March 5, 2016 and April 5, 2016, respectively. Holders of OP and LTIP Units are entitled to receive "distribution equivalents" at the same time as dividends are paid to holders of the Company's Class A common stock.

The declared dividends equal a monthly dividend on the Class A common stock and Class B common stock as follows: $0.096666 per share for the dividend paid to stockholders of record as of January 25, 2016, and $0.096667 per share for the dividend paid to stockholders of record as of February 25, 2016, and March 24, 2016.

Issuance of LTIP Units for Payment of the Fourth Quarter 2015 Base Management Fee and operating expense reimbursement to the Manager

The Manager earned a base management fee of $1.1 million and incurred $0.1 million of reimbursable operating expenses during the fourth quarter of 2015. This amount was payable 50% in LTIP Units with the other 50% payable in either cash or LTIP Units at the discretion of the Company’s board of directors. Upon consultation with the Manager, the board of directors elected to pay 100% of the base management fee and operating expense reimbursement in LTIP Units.

Distributions Paid

The following distributions have been paid subsequent to December 31, 2015 (amounts in thousands):

Shares	Declaration Date	Record Date	Date Paid	Distributions per Share		Total Distribution
Class A Common Stock	October 7, 2015	December 25, 2015	January 5, 2016	$	0.096667	$	1,856
Class B-3 Common Stock	October 7, 2015	December 25, 2015	January 5, 2016	$	0.096667	$	34
Series A Preferred Stock	December 14, 2015	December 25, 2015	January 5, 2016	$	0.401000	$	1,153
OP Units	October 7, 2015	December 25, 2015	January 5, 2016	$	0.096667	$	30
LTIP Units	October 7, 2015	December 25, 2015	January 5, 2016	$	0.096667	$	90

Class A Common Stock	January 13, 2016	January 25, 2016	February 5, 2016	$	0.096666	$	1,856
Class B-3 Common Stock	January 13, 2016	January 25, 2016	February 5, 2016	$	0.096666	$	34
OP Units	January 13, 2016	January 25, 2016	February 5, 2016	$	0.096666	$	30
LTIP Units	January 13, 2016	January 25, 2016	February 5, 2016	$	0.096666	$	90
Total						$	5,173

Acquisition of Summer Wind and Citation Club Apartments

On January 5, 2016, the Company, through subsidiaries of its Operating Partnership, completed investments of approximately $15.9 million and approximately $13.6 million in a multi-tiered joint venture along with an affiliate of Carroll Organization, to acquire (i) a 368-unit apartment community located in Naples, Florida to be known as ARIUM Gulfshore, formerly known as the Summer Wind Apartments (“ARIUM Gulfshore”) and (ii) a 320-unit apartment community located in Sarasota, Florida to be known as ARIUM at Palmer Ranch, formerly known as Citation Club Apartments (“ARIUM at Palmer Ranch”), respectively. The Company’s indirect ownership interest in the joint venture that owns ARIUM Gulfshore and ARIUM at Palmer Ranch is 95.0%. Summer Wind’s purchase price of approximately $47.0 million was funded, in part, with a $32.6 million senior mortgage loan secured by Summer Wind property and improvements. Citation Club’s purchase price of approximately $39.3 million was funded, in part, with a $26.9 million senior mortgage loan secured by the Citation Club property and improvements.

Acquisition of West Morehead interest

On January 6, 2016, the Company made an investment in a 283-unit to-be-built Class A apartment community located in Charlotte, North Carolina known as West Morehead. This investment of approximately $19 million is structured to provide a 15% current return on investment with an option to convert into majority ownership of the underlying property upon stabilization.

Termination of Original Series B Preferred Stock Offering, Reclassification of Original Series B Preferred Stock, and Filing of New Prospectus Supplement for Offering of Series B Preferred Stock

On February 22, 2016, our board of directors authorized the termination of the offering of the Original Series B Preferred Stock in order to revise certain terms thereof, and the reclassification of the Original Series B Preferred Stock. On February 23, 2016, we terminated the offering of the Original Series B Preferred Stock, and on February 24, 2016, we filed a new prospectus supplement to the December 2014 Shelf Registration Statement offering a maximum of 150,000 Units (the “Units”) consisting of 150,000 shares of the reclassified Series B redeemable preferred stock (the “Series B Preferred Stock”) and warrants (the “Warrants”) to purchase 3,000,000 shares of Class A common stock (liquidation preference $1,000 per share of Series B Preferred Stock). As of February 24, 2016, we were continuing to organize our sales activities for the Series B Preferred Stock and no Units had been sold.

Change in Vesting of Equity Grants to Independent Directors

On March 24, 2015, pursuant to the company’s Amended and Restated 2014 Equity Incentive Plan for Individuals dated effective as of May 28, 2015 (the “2014 Individuals Plan”), the board approved restricted stock awards to each of the company’s independent directors in recognition of the service of each independent director during the fiscal years ended December 31, 2014 and December 31, 2015 (each, a “Stock Award”). As approved by the board, the Stock Awards to each independent director consisted of (i) a Stock Award for the fiscal year ended December 31, 2014 (the “2014 Stock Award”) of 2,500 restricted shares of the company’s Class A Common stock (the “2014 Restricted Stock”), and (ii) a Stock Award for the fiscal year ended December 31, 2015 (the “2015 Stock Award”) of 2,500 restricted shares of the Company’s Class A Common stock (the “2015 Restricted Stock”). The Stock Awards were made pursuant to certain Stock Award Agreements by and between the company and each independent director, each dated effective as of March 24, 2015 (collectively, the “2014-2015 Stock Award Agreements”).

Under the 2014-2015 Stock Award Agreements, the 2014 Restricted Stock and the 2015 Restricted Stock was subject to time-based vesting provisions over specified three-year periods, whereby the 2014 Restricted Stock would vest ratably on March 24, 2015, March 24, 2016 and March 24, 2017, and the 2015 Restricted Stock would vest ratably on March 24, 2016, March 24, 2017 and March 24, 2018, in each case subject to certain terms and conditions related to the continued service of the independent director.

On February 22, 2016, the board reviewed peer REIT compensation practices for independent directors, and found that equity awards for peer REITs generally vest either on the grant date, or after one year. In order to normalize compensation practices with peer REITs, on February 22, 2016, the board approved the amendment of each of the 2014-2015 Stock Award Agreements, effective as of March 24, 2016, such that the Stock Awards that did not vest on the grant date of March 24, 2015 will vest on the one-year anniversary of such grant date. As a result, (i) 1,666 shares of the 2014 Stock Award to each independent director, and (ii) all 2,500 shares of the 2015 Stock Award to each independent director, shall become vested and nonforfeitable on March 24, 2016.

Entrance into Real Estate Purchase Agreement for The Preserve at Henderson Beach

On February 22, 2016, the Company, through BR Henderson Beach, LLC and BRG Henderson Beach, LLC (collectively “BRG Henderson Beach”), subsidiaries of the Company’s Operating Partnership, entered into an Assignment of Rights agreement with Bluerock Real Estate, L.L.C. (“BRRE”), the Company’s sponsor, pursuant to which BRRE assigned to BRG Henderson Beach a real estate purchase agreement (the “Real Estate Purchase Agreement”) to acquire in fee simple a 340-unit apartment community located in Destin, Florida, known as Alexan Henderson Beach to be rebranded as The Preserve at Henderson Beach (“The Preserve at Henderson Beach”). The purchase price for The Preserve at Henderson Beach is $53.7 million and subject to customary adjustments and prorations and including the assumption of the current first priority loan secured by The Preserve at Henderson Beach, which has an expected principal amount as of the anticipated closing date of approximately $37.5 million. The Company expects to invest approximately $17.0 million of equity in The Preserve at Henderson Beach, a portion of which will be funded with the proceeds of an I.R.C. §1031 exchange.