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)
09/23/2020

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⁾	⁽¹⁾	09/23/2020		G⁽²⁾			419	⁽¹⁾	⁽¹⁾	Class A Common Stock	419	⁽¹⁾	4,331,682	I	See footnote⁽²⁾
OP Units⁽¹⁾	⁽¹⁾	09/23/2020		J⁽²⁾		419		⁽¹⁾	⁽¹⁾	Class A Common Stock	419	⁽¹⁾	4,332,101	I	See footnote⁽²⁾
LTIP Units⁽¹⁾	⁽¹⁾	09/23/2020		G⁽²⁾			65	⁽¹⁾	⁽¹⁾	Class A Common Stock	65	⁽¹⁾	2,072,322	I	See footnote⁽²⁾
LTIP Units⁽¹⁾	⁽¹⁾	09/23/2020		J⁽²⁾		65		⁽¹⁾	⁽¹⁾	Class A Common Stock	65	⁽¹⁾	2,072,387	I	See footnote⁽²⁾
OP Units⁽¹⁾	⁽¹⁾	09/23/2020		G⁽³⁾⁽⁴⁾			988,142	⁽¹⁾	⁽¹⁾	Class A Common Stock	988,142	⁽⁴⁾	3,343,959	I	See footnotes⁽³⁾⁽⁴⁾
OP Units⁽¹⁾	⁽¹⁾	09/23/2020		S⁽³⁾⁽⁵⁾			3,329,698	⁽¹⁾	⁽¹⁾	Class A Common Stock	3,329,698	⁽⁵⁾	14,261	I	See footnotes⁽³⁾⁽⁵⁾
LTIP Units⁽¹⁾	⁽¹⁾	09/23/2020		S⁽³⁾⁽⁵⁾			1,658,404	⁽¹⁾	⁽¹⁾	Class A Common Stock	1,658,404	⁽⁵⁾	413,983	I	See footnotes⁽³⁾⁽⁵⁾

Explanation of Responses:

1. This Form 4 reflects certain transfers, for estate planning purposes, 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 September 23, 2020, for estate planning purposes, the Reporting Person transferred, for no consideration, (i) an aggregate of 419 OP Units, and (ii) an aggregate of 65 LTIP Units, which were previously indirectly held by the Reporting Person through ownership of membership interests in limited liability companies in which the Reporting Person owns an indirect majority interest, to the Reporting Person's indirect ownership through transfer to an immediate family member sharing the same household. These transfers merely changed the form of the Reporting Person's pecuniary interest in such securities from one form of indirect ownership to another form of indirect ownership.

3. On September 23, 2020, for estate planning purposes, the Reporting Person transferred, for no consideration, (i) an aggregate of 4,317,840 OP Units, and (ii) an aggregate of 643,399 LTIP Units, which were previously indirectly held by the Reporting Person through ownership of membership interests in limited liability companies in which the Reporting Person owns an indirect majority interest, to the Reporting Person's direct ownership. All of the foregoing transfers were exempt from Section 16 of the Securities Exchange Act of 1934 pursuant to Rule 16a-13 thereunder.

4. On September 23, 2020, for estate planning purposes, the Reporting Person further transferred, for no consideration, an aggregate of 988,142 OP Units that, following the transfers described in footnote (3) above, were directly held by the Reporting Person, to an irrevocable trust (the "Trust") 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.

5. On September 23, 2020, for estate planning purposes, the Reporting Person further transferred to the Trust, for fair market value of $7.59 per unit based on the average closing price of the Issuer's Class A Common Stock for the ten (10) trading days commencing on September 7, 2020 and ending on September 18, 2020, (i) an aggregate of 3,329,698 OP Units, and (ii) an aggregate of 1,658,404 LTIP Units, which in each case, following the transfers described in footnote (3) above, were directly held by the Reporting Person.

	/s/ Christopher J. Vohs, Attorney-in-fact	09/25/2020
	** 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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