Current Report Filing (8-k)
May 26 2023 - 3:12PM
Edgar (US Regulatory)
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0001903382
2023-05-25
2023-05-25
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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): May 25, 2023
Bluerock Homes
Trust, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Maryland |
001-41322 |
87-4211187 |
(State or other jurisdiction of incorporation
or organization) |
(Commission File
Number) |
(I.R.S. Employer
Identification
No.) |
1345 Avenue of the Americas, 32nd Floor
New York, NY 10105
(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)
Securities registered pursuant to Section 12(b) of
the Exchange Act:
Title
of each class |
Trading
Symbol |
Name
of each exchange on which registered |
Class
A Common Stock, $0.01 par value per share |
BHM |
NYSE
American |
Check the appropriate box below if the Form 8-K/A 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))
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2
of this chapter).
Emerging growth company x
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 13(a) of the Exchange Act.
ITEM 3.02 |
UNREGISTERED SALES OF EQUITY SECURITIES |
Annual Long-Term Equity Incentive Grants to
Manager
On May 25, 2023, Bluerock
Homes Trust, Inc., a Maryland corporation (the “Company”) granted (i) 141,665 long-term incentive plan units (“LTIP
Units”) of the Company’s operating partnership, Bluerock Residential Holdings, L.P. (the “Operating Partnership”),
and (ii) 31,260 shares of the Company’s Class A common stock (“Class A Common Stock”), to the Company’s manager,
Bluerock Homes Manager, LLC (the “Manager”), as an annual long-term equity incentive grant for the fiscal year ended December
31, 2022 (together, the “Manager Grant”). The LTIP Units and shares of Class A Common Stock issued as the Manager Grant were
issued pursuant to the Company’s 2022 Equity Incentive Plan for Entities. The LTIP Units issued as a portion of the Manager Grant
are evidenced by an LTIP Unit Vesting Agreement, and the shares of Class A Common Stock issued as a portion of the Manager Grant are evidenced
by a Restricted Stock Vesting Agreement.
The issuances of LTIP Units
and shares of Class A Common Stock as the Manager 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 1, 2023. 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 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, the Manager will be entitled to receive “distribution equivalents” 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 26, 2023 |
By: |
/s/
Christopher J. Vohs |
|
|
Christopher J. Vohs |
|
|
Chief Financial Officer and Treasurer |
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