SEC FORM 4

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 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)
11/08/2021

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)

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⁾	11/08/2021		J⁽²⁾		2,098,843		⁽¹⁾	⁽¹⁾	Class A Common Stock	2,098,843	⁽¹⁾	2,111,997	D⁽²⁾
OP Units	⁽¹⁾	11/08/2021		J⁽³⁾			2,098,843	⁽¹⁾	⁽¹⁾	Class A Common Stock	2,098,843	⁽¹⁾	13,154	D⁽³⁾
LTIP Units	⁽¹⁾	11/08/2021		J⁽²⁾		699,697		⁽¹⁾	⁽¹⁾	Class A Common Stock	699,697	⁽¹⁾	1,734,926	D⁽²⁾
LTIP Units	⁽¹⁾	11/08/2021		J⁽³⁾			699,697	⁽¹⁾	⁽¹⁾	Class A Common Stock	699,697	⁽¹⁾	1,035,229	D⁽³⁾
LTIP Units	⁽¹⁾	11/08/2021		J⁽⁴⁾			466,665	⁽¹⁾	⁽¹⁾	Class A Common Stock	466,665	⁽¹⁾	586,564	D⁽⁴⁾
LTIP Units	⁽¹⁾	11/08/2021		J⁽⁵⁾			568,498	⁽¹⁾	⁽¹⁾	Class A Common Stock	568,498	⁽¹⁾	66	I	See Footnote⁽⁵⁾
LTIP Units	⁽⁶⁾	11/09/2021		A⁽⁶⁾		27,432		⁽⁶⁾	⁽⁶⁾	Class A Common Stock	27,432	⁽⁶⁾	27,498	I	See Footnote⁽⁶⁾
LTIP Units	⁽⁷⁾	11/09/2021		A⁽⁷⁾		10,612		⁽⁷⁾	⁽⁷⁾	Class A Common Stock	10,612	⁽⁷⁾	38,110	D⁽⁷⁾

Explanation of Responses:

1. This Form 4 reflects certain transfers, in connection with estate-related matters, of (a) limited partnership interests ("OP Units") in Bluerock Residential Holdings, LP (the "Operating Partnership"), of which the Issuer is the general partner, and (b) restricted units of partnership interests ("LTIP Units") in the Operating Partnership. 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. LTIP Units may, subject to certain limitations, convert to OP Units upon reaching capital account equivalency with the OP Units held by the Issuer, 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.

2. On November 8, 2021, in connection with estate-related matters, an irrevocable trust ("Trust 1") of which members of the Reporting Person's immediate family members are the beneficiaries and of which the Reporting Person is neither a trustee nor a beneficiary, transferred to the Reporting Person (a) an aggregate of 2,098,843 OP Units, and (b) an aggregate of 699,697 LTIP Units, in each case for fair market value of $13.445 per unit based on the average of the high and low share price of the Issuer's Class A Common Stock on October 22, 2021 (the "FMV Metric").

3. On November 8, 2021, in connection with estate-related matters, the Reporting Person transferred, to a separate irrevocable trust ("Trust 2") of which members of the Reporting Person's immediate family members are also the beneficiaries and of which the Reporting Person is also neither a trustee nor a beneficiary, (a) an aggregate of 2,098,843 OP Units and (b) an aggregate of 699,697 LTIP Units that, following the transfers described in footnote (2) above, were directly held by the Reporting Person, for no consideration.

4. On November 8, 2021, in connection with estate-related matters, the Reporting Person further transferred to Trust 1 an aggregate of 466,665 LTIP Units for fair market value of $13.445 per unit based on the FMV Metric.

5. On November 8, 2021, in connection with estate-related matters, the Reporting Person transferred to Trust 1 an aggregate of 568,498 LTIP Units, which were previously indirectly held by the Reporting Person through ownership of membership interests in a limited liability company in which the Reporting Person owns an indirect majority interest, for fair market value of $13.445 per unit based on the FMV Metric.

6. These LTIP Units are owned by Bluerock Real Estate, LLC, in which R. Ramin Kamfar owns a 99% direct interest. These LTIP Units will vest on the first anniversary of issuance, and may convert to OP Units upon reaching capital account equivalency with the OP Units held by the Issuer, 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 Unit were held), settled in shares of the Issuer's Class A common stock on a one-for-one basis.

7. Represents LTIP Units issued in payment of salary for the quarter ending December 31, 2021. These LTIP Units will vest on the first anniversary of issuance and may convert to OP Units upon reaching capital account equivalency with the OP Units held by the Issuer, 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.

	/s/ Christopher J. Vohs, Attorney-in-fact	11/10/2021
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

SEC Form 4 filed by Kamfar Ramin