Sec Form 4 Filing - Konig Michael L. @ Bluerock Residential Growth REIT, Inc. - 2022-02-25

Insider filing report for Changes in Beneficial Ownership
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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
Konig Michael L.
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)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
See Remarks
(Last) (First) (Middle)
1345 AVENUE OF THE AMERICAS,, 32ND FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
02/25/2022
(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
Bluerock Residential Growth REIT, Inc. Class A Common Stock 02/28/2022 C 718,077 A 720,647 I See Footnote( 1 )
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 ( 2 ) 02/25/2022 C 293,232 ( 2 ) ( 2 ) Class A Common Stock 293,232 ( 2 ) 273,022 I See Footnote( 2 )
OP Units ( 2 ) 02/25/2022 C 293,232 ( 2 ) ( 2 ) Class A Common Stock 293,232 ( 2 ) 718,077 I See Footnote( 2 )
OP Units ( 3 ) 02/28/2022 C 718,077 ( 3 ) ( 3 ) Class A Common Stock 718,007 ( 3 ) 0 I See Footnote( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Konig Michael L.
1345 AVENUE OF THE AMERICAS,
32ND FLOOR
NEW YORK, NY10105
See Remarks
Signatures
/s/ Christopher J. Vohs, Attorney-in-fact 03/04/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares of the Issuer's Class A common stock, which were acquired on a one-for-one basis through redemption of units of partnership interest ("OP Units") in Bluerock Residential Holdings, LP (the "Operating Partnership"), of which the Issuer is the general partner. The Class A common stock is owned indirectly by the Reporting Person through various entities.
( 2 )293,232 of the Reporting Person's restricted units of partnership interests ("LTIP Units") in the Operating Partnership were converted into OP Units on a one-for-one basis. The LTIP Units were indirectly by the Reporting Person through various entities.
( 3 )Disposition is as a result of redemption of OP Units, which were settled in shares of the Issuer's Class A common stock on a one-for-one basis. The OP Units were owned indirectly by the Reporting Person through various entities.

Remarks:
Chief Legal Officer and Secretary

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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