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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
GOULD MATTHEW J

(Last) (First) (Middle)
60 CUTTER MILL ROAD, SUITE 303

(Street)
GREAT NECK NY 11021

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BRT Apartments Corp. [ BRT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
SENIOR VICE PRESIDENT
3. Date of Earliest Transaction (Month/Day/Year)
04/09/2021
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)
Code V Amount (A) or (D) Price
Common Stock 1,140 I By children(4)
Common Stock 33,259 I By Gould Family Trust(5)
Common Stock 23,469 I By Gould Shenfeld Family Foundation(6)
Common Stock 20,874 I By BRT Apartments Corp. Pension Trust(7)
Common Stock 47,633 I As custodian(8)
Common Stock 2,989,898 I By Gould Investors L.P.(9)
Common Stock 04/09/2021 M 23,125(1) A (1) 394,747 D
Common Stock 06/09/2021 A 14,800(2) A $0 409,547 D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units $0(3) 04/09/2021(3) M 23,125(3) (3) (3) Common Stock 23,125 (3) 0(3) D
Explanation of Responses:
1. Represents the receipt of shares upon satisfaction of specified metrics with respect to restricted stock units granted on June 6, 2016. See Note 3.
2. These shares were issued as restricted stock effective June 9, 2021 under the issuer's 2020 Incentive Plan. Generally, subject to the reporting person's continued relationship with issuer, the shares vest on June 8, 2026.
3. Represents the achievement of specified metrics relating to such restricted stock units which were issued in 2016 and for which the measurement period ended March 31, 2021. See Note 1. After giving effect to the exchange of the number of RSUs reflected in Column 5 of Table II for the equivalent number of shares of common stock reflected in Table I, the reporting person does not own any derivative securities.
4. These shares are owned by children of the reporting person who reside with reporting person. Reporting person disclaims any beneficial interest in these shares.
5. Reporting person is a trustee of the Gould Family Trust, which owns these shares.
6. Reporting person is a trustee of the Gould Shenfeld Family Foundation.
7. Reporting person is a trustee of BRT Apartments Corp. Pension Trust, which owns these shares.
8. Shares are held by the reporting person as custodian for his children. Reporting person disclaims beneficial ownership in these shares.
9. These shares are owned by Gould Investors L.P. Reporting person is the chairman of the corporate managing general partner of Gould Investors L.P., and he holds limited partnership interests in Gould Investors L.P. These shares represent all of the shares of issuer owned by Gould Investors L.P., including shares in which he does not have a pecuniary interest. Includes shares obtained through the issuer's dividend reinvestment plan.
Remarks:
/s/ Matthew J. Gould 06/11/2021
** 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.