Post-effective Amendment to an S-8 Filing (s-8 Pos)
October 06 2022 - 2:12PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on October 6, 2022
Registration No. 333-202569
Registration No. 333-222255
Registration No. 333-228825
Registration No. 333-249608
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT NO. 333-202569
REGISTRATION STATEMENT NO. 333-222255
REGISTRATION STATEMENT NO. 333-228825
REGISTRATION STATEMENT NO. 333-249608
UNDER THE SECURITIES ACT OF 1933
BLUEROCK RESIDENTIAL GROWTH REIT, INC.
(Exact name of registrant as specified in its charter)
Maryland |
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26-3136483 |
(State or other jurisdiction
of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
345 Park Avenue
New York, New York 10154
(212) 583-5000
(Address and Zip Code of
Principal Executive Office)
Bluerock
Residential Growth REIT, Inc. 2014 Equity Incentive Plan for Individuals
Bluerock
Residential Growth REIT, Inc. Second Amended and Restated 2014 Equity Incentive Plan for Individuals
Bluerock
Residential Growth REIT, Inc. Third Amended and Restated 2014 Equity Incentive Plan for Individuals
Bluerock
Residential Growth REIT, Inc. Fourth Amended and Restated 2014 Equity Incentive Plan for Individuals
(Full titles of the plans)
Asim Hamid
Senior Managing Director and Vice President
345 Park Avenue
New York, New York 10154
(212) 583-5000
(Name, address, and telephone number,
including area code, of agent for service)
Copy to:
Brian M. Stadler
Matthew B. Rogers
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
(212) 455-2000
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging
growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
¨ |
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Accelerated filer |
x |
Non-accelerated filer |
¨ |
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Smaller reporting company |
¨ |
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Emerging growth company |
¨ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 (the “Post-Effective
Amendment”) to each of the following Registration Statements on Form S-8 (collectively,
the “Prior Registration Statements”) is being filed by Bluerock Residential Growth REIT, Inc. (the “Registrant”
or “BRG”) to terminate all offerings under the Prior Registration Statements and to deregister any and all shares of BRG
common stock, par value $0.01 per share (the “Shares”), together with any and all plan interests and other securities registered
but unsold as of the date hereof thereunder (note that the Share numbers listed below do not take into account any applicable corporate
actions, such as stock splits, that may have been taken in the interim):
| · | Registration Statement on Form S-8 (No. 333-202569),
which was filed with the Securities and Exchange Commission (the “Commission”) on March 6, 2015, pertaining to the registration
of 275,862 Shares issuable under the Bluerock Residential Growth REIT, Inc. 2014 Equity Incentive Plan for Individuals; |
| · | Registration Statement on Form S-8 (No. 333-222255),
which was filed with the Commission on December 22, 2017, pertaining to the registration of 1,075,000 Shares issuable under the
Bluerock Residential Growth REIT, Inc. Second Amended and Restated 2014 Equity Incentive Plan for Individuals; |
| · | Registration Statement on Form S-8 (No. 333-228825),
which was filed with the Commission on December 14, 2018, pertaining to the registration of 2,250,000
Shares issuable under the Bluerock Residential Growth REIT, Inc. Third Amended and Restated 2014 Equity Incentive Plan for
Individuals; and |
| · | Registration Statement on Form S-8 (No. 333-249608),
which was filed with the Commission on October 22, 2020, pertaining to the registration of 3,000,000
Shares issuable under the Bluerock Residential Growth REIT, Inc. Fourth Amended and Restated 2014 Equity Incentive Plan for
Individuals. |
Effective on October 6, 2022, pursuant to that certain Agreement
and Plan of Merger, dated as of December 20, 2021 (the “Merger Agreement”), by and among BRG, Badger
Parent LLC (“Parent”) and Badger Merger Sub LLC (“Merger Sub”), BRG merged with and into Merger Sub, with Merger
Sub continuing as the surviving company in the merger (the “Merger”).
In connection with the completion of the Merger and related transactions
contemplated by the Merger Agreement, the offerings pursuant to the above-referenced Prior Registration Statements have been terminated. In
accordance with undertakings made by BRG in the Prior Registration Statements to remove from registration, by means of a post-effective
amendment, any of the securities that remain unsold at the termination of the offerings, Merger Sub, as successor to BRG, hereby removes
from registration any and all securities registered but unsold under each of the Prior Registration Statements as of the date hereof.
Each of the Prior Registration Statements is hereby amended, as appropriate, to reflect the deregistration of such securities.
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and
has duly caused this Post-Effective Amendment to the above-referenced Prior Registration Statements to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New York, on this 6th day of October, 2022.
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BADGER MERGER SUB LLC
(as successor by merger to Bluerock Residential Growth REIT, Inc.) |
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By: |
/s/ Asim Hamid |
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Name: |
Asim Hamid |
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Title: |
Senior Managing Director and Vice President |
* Pursuant
to Rule 478 under Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment to the Prior
Registration Statements.
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