UNREGISTERED SALES OF EQUITY



 


As described in the Annual Report on Form
10-K filed with the Securities and Exchange Commission (the “SEC”) by Bluerock Residential Growth REIT, Inc. (the “Company”)
on February 24, 2020 (the “Form 10-K”), the respective employment or services agreement of each of the Company’s
executive officers (collectively, the “Executive Agreements”) are to continue in effect for an initial term through
and including December 31, 2020, subject to automatic renewals of additional successive one-year periods (each, a “Renewal
Term”), unless either party thereto provides at least sixty (60) days’ advance notice of non-renewal. Effective as
of December 31, 2020, each of the Executive Agreements automatically renewed for a Renewal Term through and including De cember 31,
2021. As further described in the Form 10-K, pursuant to the Executive Agreements, each of the Company’s executive officers
is eligible to receive certain annual equity grants of long-term incentive plan units (“LTIP Units”) of the Company’s
operating partnership, Bluerock Residential Holdings, L.P. (the “Operating Partnership,” and such equity grants, collectively,
the “Executive Awards”) pursuant to the Company’s Fourth Amended and Restated 2014 Equity Incentive Plan for
Individuals (the “Individuals Plan”) and Fourth Amended and Restated 2014 Equity Incentive Plan for Entities (the “Entities
Plan,” and together with the Individuals Plan, the “Equity Incentive Plans”). The Executive Agreements provide
that grants of Executive Awards will be made annually on January 1 of each year during the term or any Renewal Term thereof.


 


Grants of Executive Awards


 


On January 1, 2021, the Company granted
the following Executive Awards to each of the following executive officers of the Company: (i) R. Ramin Kamfar (“Mr. Kamfar”),
(ii) James G. Babb, III (“Mr. Babb”), (iii) Ryan S. MacDonald (“Mr. MacDonald”), (iv) Jordan B. Ruddy (“Mr.
Ruddy”), (v) Christopher J. Vohs (“Mr. Vohs”), (vi) Michael DiFranco (“Mr. DiFranco”), and (vii)
Michael L. Konig (“Mr. Konig”), through his wholly-owned law firm, Konig & Associates, LLC, a New Jersey limited
liability company (“K&A”), under the Equity Incentive Plans:


 



(a)

A time-vested equity award of the following number of LTIP Units (each, an “Annual LTIP Award”): 121,568 LTIP Units
to Mr. Kamfar; 23,011 LTIP Units to Mr. Babb; 43,417 LTIP Units to Mr. MacDonald; 36,905 LTIP Units to Mr. Ruddy; 8,683 LTIP Units
to Mr. Vohs; 10,854 LTIP Units to Mr. DiFranco; and 32,563 LTIP Units to K&A. Each such Annual LTIP Award will vest and become
nonforfeitable in three equal installments on each anniversary of grant, subject to certain clawback and termination provisions;
and


 



(b)

A long term performance equity award of the following number of LTIP Units for a three-year performance period, subject to
performance criteria and targets established and administered by the Compensation Committee of the Company’s board of directors
(each, a “Long Term Performance Award”): 243,136 LTIP Units to Mr. Kamfar; 46,022 LTIP Units to Mr. Babb; 86,834 LTIP
Units to Mr. MacDonald; 73,809 LTIP Units to Mr. Ruddy; 17,367 LTIP Units to Mr. Vohs; 21,709 LTIP Units to Mr. DiFranco; and 65,126
LTIP Units to K&A. Each such Long Term Performance Award will vest and become nonforfeitable effective as of the last day of
the performance period, subject to certain clawback and termination provisions.


 


Each such Executive Award is evidenced
by an LTIP Unit Vesting Agreement.


 




 


 



 


The LTIP Units granted as Executive Awards
to each of Mr. Kamfar, Mr. Babb, Mr. MacDonald, Mr. Ruddy, Mr. Vohs, Mr. DiFranco and K&A were issued in reliance upon exemptions
from registration provided by Section 4(a)(2) of the Securities Act of 1933 and Regulation D thereunder for transactions not involving
any public offering. No general solicitation or advertising occurred in connection with the issuance and sale of these securities. 
Such LTIP Units may convert to units of limited partnership interest in the Operating Partnership (“OP Units”) upon
reaching capital account equivalency with the OP Units held by the Company, and may then be redeemed for cash or, at the option
of the Company and after a one year holding period (including any period during which the LTIP Units were held), settled in shares
of the Company’s Class A common stock (the “Class A Common Stock”) on a one-for-one basis. From the date of grant,
holders of LTIP Units granted as Executive Awards will be entitled to receive “distribution equivalents” at the time
distributions are paid to the holders of the Company’s Class A Common Stock; provided, that (i) solely with respect to LTIP
Units granted as part of Long Term Performance Awards, distributions will be paid at a rate of ten percent (10%) of the distributions
otherwise payable with respect to such LTIP Units until the last day of the three-year performance period (or the date of forfeiture,
if earlier); and (ii) with respect to each LTIP Unit granted as part of a Long Term Performance Award that becomes fully vested
in accordance with the terms of the applicable Executive Agreement, the holder will be entitled to receive, as of the date of such
vesting, a single cash payment equal to the distributions payable with respect to each such LTIP Unit back to the date of grant,
minus the distributions already paid on each such LTIP Unit in accordance with clause (i), in each case subject to certain potential
limitations on distributions set forth in the limited partnership agreement of the Operating Partnership.


 


Board Compensation


 


On January 1, 2021, the Company granted
7,381 LTIP Units to each of Elizabeth Harrison, Kamal Jafarnia, I. Bobby Majumder, and Romano Tio, the non-employee members of
the Company’s board of directors, in payment of the equity portion of their respective annual retainers (such grants, collectively,
the “Director Grants”). The LTIP Units issued as Director Grants were issued pursuant to the Individuals Plan. Each
such Director Grant is evidenced by an LTIP Unit Award Agreement.


 


The issuances of LTIP Units as Director
Grants were made in reliance upon exemptions from registration provided by Section 4(a)(2) of the Securities Act of 1933 and Regulation
D thereunder for transactions not involving any public offering. No general solicitation or advertising occurred in connection
with the issuance and sale of these securities.  Such LTIP Units were fully vested upon issuance, and may convert to OP Units
upon reaching capital account equivalency with the OP Units held by the Company, and may then be redeemed for cash or, at the option
of the Company and after a one year holding period (including any period during which the LTIP Units were held), settled in
shares of the Company’s Class A Common Stock on a one-for-one basis. From the date of grant, holders of such LTIP Units will
be entitled to receive “distribution equivalents” at the time distributions are paid to the holders of the Company’s
Class A Common Stock.


 



 


 



 


SIGNATURE


 


Pursuant to the requirements of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


 




 


BLUEROCK RESIDENTIAL GROWTH REIT, INC.



 


 


 



 


 


 



DATE: January 6, 2021


By:


/s/ Christopher J. Vohs


 



 


 


Christopher J. Vohs



 


 


Chief Financial Officer and Treasurer



 


 


 


 


 


 


 


 


 



 








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