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^*

O'Farrell Adam

(Last)

(First)

(Middle)

C/O BRIDGE INVESTMENT GROUP HOLDINGS INC

111 EAST SEGO LILY DRIVE, SUITE 400

(Street)

SALT LAKE CITY

84070

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Bridge Investment Group Holdings Inc. [ BRDG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
07/20/2021

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)
Class A Common Stock	07/20/2021		A		109,631⁽¹⁾	A	$0.00	109,631	D
Class A Common Stock	07/20/2021		P		300⁽²⁾	A	$16	300	I	By daughter
Class B Common Stock	07/20/2021		D⁽³⁾		198,960	D	$0.00	1,527,095	I	By Adam B. O'Farrell and Tracy K. O'Farrell Trust dtd May 9, 2019
Class B Common Stock								760,950	I	By The O'Farrell Irrevocable Trust

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 A Units	⁽⁴⁾	07/20/2021		D⁽⁵⁾			198,960	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	198,960	$14.63	1,527,095	I	By Adam B. O'Farrell and Tracy K. O'Farrell Trust dtd May 9, 2019
Class A Units	⁽⁴⁾							⁽⁴⁾	⁽⁴⁾	Class A Common Stock	760,950		760,950	I	By The O'Farrell Irrevocable Trust

Explanation of Responses:

1. Represents an award of restricted Class A Common Stock which will vest in three equal annual installments, with the first such annual installment vesting on July 20, 2024, subject to the Reporting Person's continued service with the Issuer through each vesting date.

2. The Reporting Person disclaims beneficial ownership of the shares held by his daughter, and this report should not be deemed an admission that the reporting person is the beneficial owner of his daughter's shares for purposes of Section 16 or for any other purpose.

3. Reflects the cancellation for no consideration of Class B Common Stock in connection with the redemption and conversion of the Class A Units into shares of Class A Common Stock.

4. The Class A Units may be redeemed by the Reporting Person at any time for shares of Class A Common Stock on a 1-to-1 basis.

5. As described in the prospectus filed by the Issuer with the Securities and Exchange Commission, upon the closing of the offering, the Issuer redeemed the Class A Units from the Reporting Person.

Remarks:

Partner, Chief Operating Officer

	/s/ Matthew Grant, as attorney-in-fact	07/21/2021
	** 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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