Sec Form 4 Filing - Morse Robert Randolph @ Bridge Investment Group Holdings Inc. - 2023-07-01

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
Morse Robert Randolph
2. Issuer Name and Ticker or Trading Symbol
Bridge Investment Group Holdings Inc. [ BRDG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Executive Chairman
(Last) (First) (Middle)
C/O BRIDGE INVESTMENT GROUP HOLDINGS INC, 111 EAST SEGO LILY DRIVE, SUITE 400
3. Date of Earliest Transaction (MM/DD/YY)
07/01/2023
(Street)
SANDY, UT84070
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
Class A Common Stock 1,890,856 D
Class B Common Stock 1,412,126 I By Family Trusts ( 1 )
Class B Common Stock 27,870,157 I By FLM Holdings, LLC ( 2 )
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
Class A Units ( 3 ) 07/01/2023 J( 4 ) 929,818 ( 3 ) ( 3 ) Class A Common Stock 929,818 $ 11.35 33,635,780 I By FLM Holdings, LLC ( 2 )
Class A Units ( 3 ) 07/01/2023 J( 4 ) 6,347 ( 3 ) ( 3 ) Class A Common Stock 6,347 $ 11.35 1,450,996 I By Family Trusts ( 1 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Morse Robert Randolph
C/O BRIDGE INVESTMENT GROUP HOLDINGS INC
111 EAST SEGO LILY DRIVE, SUITE 400
SANDY, UT84070
X X Executive Chairman
Signatures
/s/ Matthew Grant, as attorney-in-fact 07/05/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents 574,144 Class A Units and 535,274 shares of Class B Common Stock held by The Charlotte Morse 2017 AET ("Trust I"), 292,284 Class A Units and 292,284 shares of Class B Common Stock held by The Elliot Coleman Morse 2017 AET ("Trust II"), 292,284 Class A Units and 292,284 shares of Class B Common Stock held by The Margaret Brooke Morse 2017 AET ("Trust III") and 292,284 Class A Units and 292,284 shares of Class B Common Stock held by The Robert Edson Morse 2017 AET ("Trust IV" and together with Trust I, Trust II and Trust III, the "Family Trusts"). FLM Management LLC is the trustee of each of the Family Trusts. The Reporting Person is the manager of FLM Management LLC and, as a result, may be deemed to be the beneficial owner of these securities.
( 2 )The Reporting Person is the manager of FLM Holdings, LLC and may be deemed to be the beneficial owner of these securities.
( 3 )The Class A Units in Bridge Investment Group Holdings LLC may be redeemed by the Reporting Person at any time for shares of Class A Common Stock on a 1-to-1 basis.
( 4 )Represents securities issued in connection with the redemption of equity interests in entities affiliated with the Issuer.

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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