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)

1345 AVENUE OF THE AMERICAS

32ND FLOOR

(Street)

NEW YORK

10105

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Bluerock Homes Trust, Inc. [ BHM ]

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)
11/02/2023

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	11/02/2023		D		31,260	D	⁽¹⁾	726	I	See Footnote⁽¹⁾

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)
LTIP Units	⁽²⁾	11/02/2023		D			367,357	⁽²⁾	⁽²⁾	Class A Common Stock	367,357	⁽²⁾	561,069	I	See Footnote⁽²⁾
LTIP Units	⁽³⁾	11/02/2023		D			83,995	⁽³⁾	⁽³⁾	Class A Common Stock	83,995	⁽³⁾	477,074	I	See Footnote⁽³⁾
LTIP Units	⁽⁴⁾⁽⁵⁾	11/03/2023		A		126,011		⁽⁴⁾⁽⁵⁾	⁽⁴⁾⁽⁵⁾	Class A Common Stock	126,011	⁽⁴⁾⁽⁵⁾	603,085	D⁽⁴⁾⁽⁵⁾

Explanation of Responses:

1. The reported transaction represents the Reporting Person's voluntary forfeiture of previously awarded, unvested restricted shares of the Issuer's Class A common stock, $0.01 par value per share, issued to Bluerock Homes Manager, LLC (the "Manager"), in which the Reporting Person owns an indirect pecuniary interest, on May 25, 2023 in payment of a portion of the annual long-term equity incentive grant for the fiscal year ended December 31, 2022, pursuant to the Issuer's 2022 Equity Incentive Plan for Entities (the "Plan").

2. The reported transaction represents the Reporting Person's voluntary forfeiture of previously awarded, unvested long-term incentive plan units ("LTIP Units") in Bluerock Residential Holdings, LP (the "Operating Partnership"), of which the Issuer is the general partner. The LTIP Units were issued to the Manager, in which the Reporting Person owns an indirect pecuniary interest, pursuant to the Plan on November 3, 2022, in payment of the initial staking grant.

3. The reported transaction represents the Reporting Person's voluntary forfeiture of previously awarded, unvested LTIP Units in the Operating Partnership, of which the Issuer is the general partner. The LTIP Units were issued to the Manager, in which the Reporting Person owns an indirect pecuniary interest, pursuant to the Plan on May 25, 2023 in payment of a portion of the annual long-term equity incentive grant for the fiscal year ended December 31, 2022.

4. Represents LTIP Units issued, at the direction of the Manager, in satisfaction of the Manager's reimbursement obligation to its affiliate, Bluerock Real Estate Holdings, LLC ("BREH"), for the portion of the initial staking grant payable by BREH to the Reporting Person for services provided to the Manager in the Reporting Person's capacity as Chief Executive Officer thereof. Such LTIP Units will vest one-fifth on November 3, 2023, and the remainder will vest ratably on an annual basis over a four-year period.

5. Once vested, these awards of LTIP Units may convert to limited partnership interests of the Operating Partnership ("OP Units") upon reaching capital account equivalency with the OP Units held by the Company, and may then be redeemed for cash or, at the option of the Issuer and after a one year holding period (including any period during which the LTIP Units were held), settled in shares of the Issuer's Class A common stock on a one-for-one basis. The Reporting Person will be entitled to receive "distribution equivalents" with respect to such LTIP Units, whether or not vested, at the same time as distributions are paid to the holders of the Issuer's Class A common stock.

	/s/ Christopher J. Vohs, Attorney-in-fact	11/06/2023
	** 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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