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^*

Jacoby Michael Z

(Last)

(First)

(Middle)

C/O BROAD STREET REALTY, INC.

7250 WOODMONT AVE, SUITE 350

(Street)

BETHESDA

20814

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Broad Street Realty, Inc. [ BRST ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/23/2022

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)
OP Units	⁽¹⁾	11/23/2022		A		97,086⁽²⁾		11/23/2023⁽¹⁾	⁽¹⁾	Common Stock	97,086	$2⁽¹⁾⁽³⁾	953,891	D
OP Units	⁽¹⁾	11/23/2022		A		136,213⁽⁴⁾		11/23/2023⁽¹⁾	⁽¹⁾	Common Stock	136,213	⁽¹⁾⁽⁵⁾	1,090,104	D

Explanation of Responses:

1. Represents Class A units of limited partnership interest ("OP Units") in Broad Street Operating Partnership, LP (the "Operating Partnership"). Broad Street Realty, Inc. (the "Company") is the sole member of the general partner of the Operating Partnership. Beginning on the 12-month anniversary of the date of issuance, each OP Unit is redeemable for cash equal to the then-current market value of one share of the Company's common stock or, in the Company's sole discretion, one share of the Company's common stock. The OP Units have no expiration date.

2. Received in exchange for direct or indirect interests in BBL Current Owner, LLC ("BBL Current"), pursuant to the previously disclosed purchase and sale agreement (the "MTR Agreement"), dated December 21, 2021, by and between the Company and BBL Current. Upon the closing of the transactions contemplated by the MTR Agreement, the reporting person received OP Units in exchange for his direct or indirect interests in BBL Current.

3. Pursuant to the MTR Agreement, the OP Units were valued at $2.00 per unit to determine the number of OP Units issuable to the reporting person.

4. Received in exchange for membership interests in BSV Lamont Investors LLC ("Lamont"), pursuant to the previously disclosed Agreement and Plan of Merger (the "Lamont Merger Agreement"), dated as of May 28, 2019, as amended on November 27, 2019 and December 27, 2019, by and among Lamont, the Company, the Operating Partnership and a subsidiary. Upon the closing of the transactions contemplated by the Lamont Merger Agreement (the "Lamont Merger"), the membership interests that were then outstanding were converted into the right to receive OP Units.

5. As of the date immediately prior to the effective time of the Lamont Merger, the last reported sales price of the Company's common stock on the OTCQX was $0.79 per share.

	/s/ Andrew P. Campbell as attorney-in-fact for Michael Z. Jacoby	11/28/2022
	** 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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