SEC FORM 4

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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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^*

KAMFAR RAMIN

(Last)

(First)

(Middle)

712 FIFTH AVENUE

9TH FLOOR

(Street)

NEW YORK

10019

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
10/31/2017

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class C Common Stock	⁽¹⁾	10/31/2017		A⁽²⁾		38,149		⁽¹⁾	⁽¹⁾	Class A Common Stock	38,149	⁽¹⁾	39,149	I	See Footnote⁽³⁾
OP Units	⁽⁴⁾	10/31/2017		A⁽⁵⁾		1,869,318		⁽¹⁾	⁽¹⁾	Class A Common Stock	1,869,318	⁽¹⁾	4,144,421	I	See Footnote⁽⁶⁾

Explanation of Responses:

1. Shares of the Issuer's Class C Common Stock are convertible, at the holder's option, into shares of the Issuer's Class A Common Stock on a one-for-one basis, and upon the occurrence of certain transfers of units of limited partnership interest ("OP Units") in Bluerock Residential Holdings, LP (the "Operating Partnership") or shares of Class C Common Stock and similar events, will convert automatically into shares of the Issuer's Class A Common Stock, also on a one-for-one basis.

2. The acquisition represents consideration paid by the Issuer in connection with its acquisition of the assets used by its former manager in the performance of the management functions formerly provided to the Issuer.

3. These shares are owned by Bluerock Real Estate, L.L.C., which is 99.9% owned by R. Ramin Kamfar.

4. Represents OP Units in the Operating Partnership, of which the Issuer is the general partner. After a one year holding period, OP 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.

5. The acquisition represents consideration paid by the Issuer, through the Operating Partnership, in connection with the Issuer's acquisition of the assets used by its former manager in performance of the management functions formerly provided to the Issuer.

6. These OP Units are owned by Bluerock Real Estate, L.L.C., which is 99.9% owned by R. Ramin Kamfar.

	/s/ Christopher J. Vohs, Attorney-in-fact	11/02/2017
	** 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 4 (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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