Sec Form 3 Filing - MacDonald Ryan S @ Bluerock Homes Trust, Inc. - 2022-10-06

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FORM 3
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
MacDonald Ryan S
2. Issuer Name and Ticker or Trading Symbol
Bluerock Homes Trust, Inc. [ BHM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Investment Officer
(Last) (First) (Middle)
1345 AVENUE OF THE AMERICAS, 32ND FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
10/06/2022
(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
Class C Common Stock, Par Value $0.01 per share 341 D
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 ) ( 1 ) ( 1 ) Class A Common Stock 116,104 D
LTIP Units ( 2 ) ( 2 ) ( 2 ) Class A Common Stock 364,981 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MacDonald Ryan S
1345 AVENUE OF THE AMERICAS
32ND FLOOR
NEW YORK, NY10105
Chief Investment Officer
Signatures
/s/ Christopher J. Vohs, Attorney-in-fact 10/07/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents common units ("Common Units") in Bluerock Residential Holdings, LP (the "Operating Partnership"), of which the Issuer is the general partner. After a one year holding period (including any period during which the Common Units were held), Common 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, subject to certain adjustments and the terms and conditions of the Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership, as amended (the "Partnership Agreement").
( 2 )Represents long-term incentive plan units ("LTIP Units") in the Operating Partnership, of which the Issuer is the general partner. The LTIP Units may convert to Common Units upon reaching capital account equivalency with the Common Units held by the Issuer, and may then after a one year holding period (including any period during which the LTIP Units were held) 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, subject to certain adjustments and the terms and conditions of the Partnership Agreement.

Remarks:
This Form 3 reports securities acquired in connection with the transactions contemplated by the Agreement and Plan of Merger, dated as of December 20, 2021, by and among Bluerock Residential Growth REIT, Inc, Badger Parent LLC and Badger Merger Sub LLC, and the Separation and Distribution Agreement, by and among Bluerock Residential Growth REIT, Inc., Badger Parent LLC, Badger Holdco LLC, the Operating Partnership, and the Issuer, dated as of October 5, 2022. Exhibit List Exhibit 24 - Power of Attorney

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