Sec Form 4 Filing - KAMFAR RAMIN @ Bluerock Residential Growth REIT, Inc. - 2021-11-08

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) 11/08/2021 (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 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 )

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 11/10/2021 Signature of Reporting Person Date

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.

Reminder: Report on a separate line for each class of securitie s beneficially owned directly or indirectly.

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