4//SEC Filing
Vohs Christopher J. 4
Accession 0001104659-22-107254
CIK 0001903382other
Filed
Oct 6, 8:00 PM ET
Accepted
Oct 7, 9:29 PM ET
Size
11.2 KB
Accession
0001104659-22-107254
Insider Transaction Report
Form 4
Vohs Christopher J.
CFO and Treasurer
Transactions
- Disposition to Issuer
LTIP Units
2022-10-06−11,104→ 84,412 total→ Class A Common Stock (11,104 underlying) - Other
Class A Common Stock, par value $0.01 per share
2022-10-06+321→ 321 total - Other
LTIP Units
2022-10-05+95,516→ 95,516 total→ Class A Common Stock (95,516 underlying)
Footnotes (3)
- [F1]Represents securities acquired pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of December 20, 2021, by and among Bluerock Residential Growth REIT, Inc. ("BRG"), Badger Parent LLC ("Badger Parent") and Badger Merger Sub LLC, and the Separation and Distribution Agreement (the "Separation and Distribution Agreement"), dated as of October 5, 2022, by and among BRG, Badger Parent, Badger Holdco LLC, Bluerock Residential Holdings, LP (the "Operating Partnership"), and the Issuer, dated as of October 5, 2022.
- [F2]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 ("Common Units") of the Operating Partnership 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 Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership, as amended (the "Partnership Agreement").
- [F3]Represents the forfeiture of performance-based LTIP Units, of which the Issuer is the general partner, which were eligible to vest subject to achievement of certain performance criteria and established targets over three-year performance periods. On October 6, 2022, in connection with the transactions contemplated by the Merger Agreement, (i) the performance-based LTIP Units were vested based on the level of achievement of the applicable performance criteria, and pro-rated to reflect the truncated performance period, with any unvested portion being forfeited and (ii) the time-based LTIP Units were fully vested.
Documents
Issuer
Bluerock Homes Trust, Inc.
CIK 0001903382
Entity typeother
Related Parties
1- filerCIK 0001600432
Filing Metadata
- Form type
- 4
- Filed
- Oct 6, 8:00 PM ET
- Accepted
- Oct 7, 9:29 PM ET
- Size
- 11.2 KB