Sec Form 4 Filing - GOULD FREDRIC H @ BRT Apartments Corp. - 2020-01-14

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 GOULD FREDRIC H 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 60 CUTTER MILL ROAD, SUITE 303 3. Date of Earliest Transaction (MM/DD/YY) 01/14/2020 (Street) GREAT NECK, NY11021 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 Common Stock 01/14/2020 A 11,456 A $ 0 323,851 D Common Stock 25,260 I By 130 Store Company ( 1 ) Common Stock 7,512 I By spouse ( 2 ) Common Stock 33,259 I By Gould Family Trust ( 3 ) Common Stock 2,468 I As custodian ( 4 ) Common Stock 2,989,898 I By Gould Investors L.P. ( 5 )

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 Restricted Stock Units ( 6 ) ( 7 ) ( 7 ) Common Stock 37,000 37,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GOULD FREDRIC H 60 CUTTER MILL ROAD SUITE 303 GREAT NECK, NY11021 X Signatures /s/ Fredric H. Gould by Mark H. Lundy, his attorney in fact 01/16/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reporting person is a partner in 130 Store Company, which owns these shares. ( 2 )Reporting person disclaims any beneficial interest in shares. Reporting person's spouse is no longer a trustee of the Gould Shenfeld Family Foundation. ( 3 )Reporting person is grantor of the Gould Family Trust, which owns these shares. ( 4 )Reporting person is custodian of these shares for a minor. Reporting person disclaims any benefiical interest in these shares. ( 5 )Reporting person is the sole shareholder of the corporate managing general partner of Gould Investors L.P. Reporting person also holds limited partnership interests in Gould Investors L.P. both directly and indirectly. These shares represent all shares of the issuer owned by Gould Investors L.P., including shares in which reporting person does not have a pecuniary interest. Includes shares obtained through the issuer's dividend reinvestment plan. ( 6 )Each restricted stock unit represents a contingent right to receive 1 share of BRT Apartment Corp. common stock. Approximately 55% and 45% of the units vest based on satisfaction of performance metrics related to total shareholder return (including relative shareholder return) and adjusted funds from operations, respectively. Each such unit was granted in tandem with a cash settled dividend equivalent right entitling the holder, to the extent such unit vests, to the cash dividends paid on the shares underlying such units from the grant date through March 31, 2021. ( 7 )The restricted stock units vest on March 31, 2021, subject to satisfaction of applicable continued service and performance conditions.

Remarks: Reporting person is no longer a trustee of the Gould Shenfeld Family Foundation, the REIT Management Corp. pension trust, the REIT Management Corp. profit sharing trust, and the BRT Apartments Corp. pension trust and accordingly he is no longer reporting beneficial ownership of securities of the issuer owned by such persons.

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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