UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| ITEM 3.02 | UNREGISTERED SALES OF EQUITY SECURITIES |
Annual Long-Term Equity Incentive Grants to Certain Employees of Manager
On April 30, 2024, Bluerock Homes Trust, Inc., a Maryland corporation (the “Company”) issued an aggregate of 101,789 long-term incentive plan units (“LTIP Units”) in the Company’s operating partnership, Bluerock Residential Holdings, L.P., a Delaware limited partnership (the “Operating Partnership”), pursuant to the Company’s 2022 Equity Incentive Plan for Individuals (the “Individuals Plan”), allocated among certain of the executive management team of the Company’s manager, Bluerock Homes Manager, LLC (the “Manager”), as an annual long-term equity incentive grant for services provided in such capacities for the fiscal year ended December 31, 2023 (together, the “Annual LTIP Grant”). The LTIP Units issued in connection with the Annual LTIP Grant are evidenced by LTIP Unit Vesting Agreements.
Also on April 30, 2024, the Company issued an aggregate of 10,435 shares of the Company’s Class A common stock (“Class A Common Stock”) as restricted stock grants (“RSGs”) pursuant to the Individuals Plan, allocated among certain personnel who provide other services to the Manager, as an annual long-term equity incentive grant for services provided in such capacities for the fiscal year ended December 31, 2023 (together, the “Annual RSG Grant”). The shares of Class A Common Stock issued in connection with the Annual RSG Grant are evidenced by Restricted Stock Vesting Agreements.
The issuances of LTIP Units as the Annual LTIP Grant and Class A Common Stock as the Annual RSG Grant 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 and shares of Class A Common Stock will vest ratably on an annual basis over a three-year period from April 30, 2024. Once vested, the LTIP Units may convert to limited partnership interests of 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 Company’s option and after a one year holding period (including any period during which the LTIP Units were held), settled in shares of Class A Common Stock on a one-for-one basis. From the date of grant, the holders will be entitled to receive distributions with respect to such LTIP Units, and distributions with respect to such shares of Class A Common Stock, in each case whether or not vested, 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 registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BLUEROCK HOMES TRUST, INC. | ||
| Date: May 2, 2024 | By: | /s/ Christopher J. Vohs |
| Christopher J. Vohs | ||
| Chief Financial Officer and Treasurer | ||