Sec Form 4 Filing - KAMFAR RAMIN @ Bluerock Residential Growth REIT, Inc. - 2020-12-22

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person KAMFAR RAMIN 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 (Last) (First) (Middle) 1345 AVENUE OF THE AMERICAS, 32ND FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 12/22/2020 (Street) NEW YORK, NY10105 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 LTIP Units ( 1 ) ( 2 ) 12/22/2020 C 2,190 ( 1 )( 2 ) ( 1 )( 2 ) Class A Common Stock 2,190 ( 1 ) ( 2 ) 469,276 I See Footnote ( 1 ) ( 2 ) OP Units ( 3 ) 12/22/2020 C 2,190 ( 3 ) ( 3 ) Class A Common Stock 2,190 ( 3 ) 16,451 I See Footnote ( 3 ) OP Units ( 3 ) ( 4 ) 12/22/2020 J 2,190 ( 3 )( 4 ) ( 3 )( 4 ) Class A Common Stock 2,190 ( 3 ) ( 4 ) 14,261 I See Footnote ( 3 ) ( 4 ) OP Units ( 5 ) 12/22/2020 J 5,011 ( 5 ) ( 5 ) Class A Common Stock 5,011 ( 5 ) 19,272 I See Footnote ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KAMFAR RAMIN 1345 AVENUE OF THE AMERICAS 32ND FLOOR NEW YORK, NY10105 X Chairman and CEO Signatures /s/ Christopher J. Vohs, Attorney-in-fact 12/28/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents restricted units of partnership interests ("LTIP Units") in Bluerock Residential Holdings, LP (the "Operating Partnership"), of which the Issuer is the general partner. These LTIP Units are owned by Bluerock Multifamily Advisor, LLC (the "Advisor"), in which the Reporting Person owns an indirect interest. These LTIP units may convert to Operating Partnership units ("OP Units") upon reaching capital account equivalency with the OP Units held by the Issuer, and may then be settled in shares of the Issuer's Class A common stock on a one-for-one basis. ( 2 )2,190 of the Reporting Person's LTIP Units owned by the Advisor were converted into OP Units on a one-for-one basis. ( 3 )Represents OP Units. Each OP Unit may be settled in shares of the Issuer's Class A common stock on a one-for-one basis. These OP Units are owned by the Advisor. ( 4 )Disposition is as a result of an in kind distribution of OP Units allocable to members of the Advisor at the request of such members as permitted under the Advisor's Limited Liability Company Agreement. ( 5 )Represents OP Units distributed in connection with the ongoing wind down of a BR-NPT Springing Entity, LLC, in which the Reporting Person held an indirect interest through various limited liability companies to which the distribution was made. These OP Units may then be settled in shares of the Issuer's Class A common stock on a one-for-one basis.

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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