0001104659-22-107254.txt : 20221007 0001104659-22-107254.hdr.sgml : 20221007 20221007212946 ACCESSION NUMBER: 0001104659-22-107254 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: Vohs Christopher J. CENTRAL INDEX KEY: 0001600432 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41322 FILM NUMBER: 221301912 MAIL ADDRESS: STREET 1: 27777 FRANKLIN RD SUITE 900 CITY: SOUTHFIELD STATE: MI ZIP: 48034 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Bluerock Homes Trust, Inc. CENTRAL INDEX KEY: 0001903382 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 874211187 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: 2128431601 MAIL ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10105 4 1 tm2227843d4_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2022-10-05 0 0001903382 Bluerock Homes Trust, Inc. BHM 0001600432 Vohs Christopher J. 1345 AVENUE OF THE AMERICAS 32ND FLOOR NEW YORK NY 10105 0 1 0 0 CFO and Treasurer Class A Common Stock, par value $0.01 per share 2022-10-06 4 J 0 321 A 321 D LTIP Units 2022-10-05 4 J 0 95516 A Class A Common Stock 95516 95516 D LTIP Units 2022-10-06 4 D 0 11104 D Class A Common Stock 11104 84412 D Represents securities acquired 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. ("BRG"), Badger Parent LLC ("Badger Parent") and Badger Merger Sub LLC, and the Separation and Distribution Agreement (the "Separation and Distribution Agreement"), dated as of October 5, 2022, by and among BRG, Badger Parent, Badger Holdco LLC, Bluerock Residential Holdings, LP (the "Operating Partnership"), and the Issuer, dated as of October 5, 2022. Represents long-term incentive plan units ("LTIP Units") in the Operating Partnership, of which the Issuer is the general partner. The LTIP Units may convert to common units ("Common Units") of the Operating Partnership upon reaching capital account equivalency with the Common Units held by the Issuer, and may then after a one year holding period (including any period during which the LTIP Units were held) 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, as amended (the "Partnership Agreement"). Represents the forfeiture of performance-based LTIP Units, of which the Issuer is the general partner, which were eligible to vest subject to achievement of certain performance criteria and established targets over three-year performance periods. On October 6, 2022, in connection with the transactions contemplated by the Merger Agreement, (i) the performance-based LTIP Units were vested based on the level of achievement of the applicable performance criteria, and pro-rated to reflect the truncated performance period, with any unvested portion being forfeited and (ii) the time-based LTIP Units were fully vested. This Form 4 reports securities acquired or disposed of in connection with the transactions contemplated by the Merger Agreement and Separation and Distribution Agreement. /s/ Christopher J. Vohs 2022-10-07