Current Report Filing (8-k)
December 16 2015 - 2:07PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): December 10, 2015
Bluerock Residential Growth REIT, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Maryland |
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001-36369 |
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26-3136483 |
(State or other jurisdiction of
incorporation or organization) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification No.) |
712 Fifth Avenue, 9th Floor
New York, NY 10019
(Address of principal executive offices)
(212) 843-1601
(Registrant’s telephone number, including
area code)
None.
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
| ITEM 3.02 | UNREGISTERED SALES OF EQUITY
SECURITIES. |
On December 10, 2015, Bluerock Residential
Growth REIT, Inc., or the Company, through subsidiaries of its operating partnership, Bluerock Residential Holdings, LP, or the
Operating Partnership, completed the acquisition of an aggregate of 6.568% limited liability company interests in BR Oak Crest
Villas, LLC, an indirect subsidiary of the Operating Partnership previously invested in the Company’s former Villas at Oak
Crest property, or the Villas Interests, from family members of R. Ramin Kamfar, the Company’s Chief Executive Officer and
Chairman of the Company’s Board of Directors, for a combination of cash and units of limited partnership interest in the
Operating Partnership, or OP Units, aggregating approximately $258,056. The transaction was undertaken in connection with the sale
of the Villas at Oak Crest property pursuant to a tax-deferred exchange under Section 1031
of the Internal Revenue Code, to fully consolidate the Company’s ownership of
the interests in the replacement property that was acquired on December 14, 2014. The transaction was fully reviewed and
approved by the Company’s Audit Committee prior to consummation. As part of the transaction, approximately 22,809 OP Units
were issued, with a value of approximately $254,127 (based on the closing price of the Company’s Class A common stock on
the NYSE MKT for the five trading days prior to closing on the transaction), and approximately $3,929 in cash was paid, in exchange
for the Villas Interests. The consideration for the Villas Interests was determined based on the proportionate share represented
by the Villas Interests of the sale price of the Company’s former Villas at Oak Crest property plus closing costs. After
a one year holding period, the OP Units will be redeemable by the holders for cash or, at the Company’s option, shares of
the Company’s Class A common stock on a one-for-one basis, subject to certain adjustments. The OP Units were issued (a) in
private placements in reliance upon exemptions from registration provided by Section 4(a)(2) of the Securities Act of
1933, as amended, or the Securities Act, and the rules and regulations promulgated thereunder, and (b) to “accredited
investors” within the meaning of Rule 501 of Regulation D under the Securities Act.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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BLUEROCK RESIDENTIAL GROWTH REIT,
INC. |
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Dated: December 16, 2015 |
By: |
/s/ Christopher J. Vohs |
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Christopher J. Vohs Chief Accounting Officer and Treasurer |
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