Other Information
−Removed: During the quarter ended September 30, 2023, none of our directors or officers (as defined in Section 16 of the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (each as defined in Item 408(a) and (c), respectively, of Regulation S-K).
−Removed: Grants of LTIP Units and Restricted Stock for Services
−Removed: As the Company previously disclosed in the Form 8-K filed on October 6, 2022 with the SEC, on October 5, 2022, we entered into a Management Agreement (as amended by that certain Amendment to Management Agreement dated January 10, 2023, the “Management Agreement”) with our operating partnership, Bluerock Residential Holdings, L.P., a Delaware limited partnership (the “Operating Partnership”), and our external manager, Bluerock Homes Manager, LLC, a Delaware limited liability company (the “Manager”), pursuant to which the Manager administers our business activities and day-to-day operations.
−Removed: As contemplated by the Management Agreement and by mutual agreement of the Manager and its affiliate, Bluerock Real Estate Holdings, LLC (“BREH”), both the executive management team of the Manager and the personnel who provide other services to the Manager are employed and compensated by BREH (collectively, the “BREH Personnel”), and pursuant to the Management Agreement, payroll-related expenses incurred by BREH in connection therewith, including bonus expenses, are the responsibility of the Manager (the “Personnel Expense Obligation”).
−Removed: On November 3, 2023, by mutual agreement of the Manager and the Company, at the direction of the Manager in satisfaction of the Manager’s Personnel Expense Obligation to BREH for the portions of the initial staking grant payable by BREH as equity bonuses to certain of the BREH Personnel for services provided to the Manager, we caused the Operating Partnership to issue the following long-term incentive plan units (“LTIP Units”) in the Operating Partnership pursuant to the BHM Individuals Plan:
−Removed: (i) 126,011 LTIP Units to R.
−Removed: Ramin Kamfar (“Mr.
−Removed: Kamfar”) for services provided to the Manager in his capacity as Chief Executive Officer thereof;
−Removed: (ii) 42,716 LTIP Units to Jordan Ruddy (“Mr.
−Removed: Ruddy”) for services provided to the Manager in his capacity as President thereof;
−Removed: (iii) 81,160 LTIP Units to Ryan MacDonald (“Mr.
−Removed: MacDonald”) for services provided to the Manager in his capacity as Chief Investment Officer thereof;
−Removed: (iv) 17,087 LTIP Units to James G.
−Removed: Babb, III (“Mr.
−Removed: Babb”) for services provided to the Manager in his capacity as Chief Strategy Officer thereof;
−Removed: (v) 21,358 LTIP Units to Christopher J.
−Removed: Vohs”) for services provided to the Manager in his capacity as Chief Financial Officer and Treasurer thereof;
−Removed: (vi) 32,037 LTIP Units to Michael DiFranco (“Mr.
−Removed: DiFranco”) for services provided to the Manager in his capacity as Executive Vice President, Operations thereof;
−Removed: (vii) 25,630 LTIP Units to Jason Emala (“Mr.
−Removed: Emala”) for services provided to the Manager in his capacity as Chief Legal Officer and Secretary thereof;
−Removed: and (viii) 21,358 LTIP Units to a non-executive employee of BREH for services provided to the Manager in such capacity.
−Removed: Such LTIP Units will vest one-fifth on November 3, 2023, and the remainder will vest ratably on an annual basis over a four-year period.
−Removed: In addition, on November 3, 2023, by mutual agreement of the Manager and the Company, at the direction of the Manager in satisfaction of the Manager’s Personnel Expense Obligation to BREH for certain portions of the annual long-term equity incentive grant for the fiscal year ended December 31, 2022 payable by BREH as equity bonuses to certain of the BREH Personnel for services provided to the Manager, we caused the Operating Partnership to issue the following additional LTIP Units pursuant to the BHM Individuals Plan:
−Removed: (i) 34,585 LTIP Units to Mr.
−Removed: Ruddy for services provided to the Manager in his capacity as President thereof;
−Removed: (ii) 2,471 LTIP Units to Mr.
−Removed: Babb for services provided to the Manager in his capacity as Chief Strategy Officer thereof;
−Removed: (iii) 3,706 LTIP Units to Mr.
−Removed: Vohs for services provided to the Manager in his capacity as Chief Financial Officer and Treasurer thereof;
−Removed: (iv) 3,706 LTIP Units to Mr.
−Removed: DiFranco for services provided to the Manager in his capacity as Executive Vice President, Operations thereof;
−Removed: and (v) an aggregate of 39,527 LTIP Units allocated among certain non-executive employees of BREH for services provided to the Manager in such capacities.
−Removed: Such LTIP Units will vest one-third on May 25, 2024, and the remainder will vest ratably on an annual basis over a two-year period from April 1, 2024.
−Removed: In addition, on November 3, 2023, by mutual agreement of the Manager and the Company, at the direction of the Manager in satisfaction of the Manager’s Personnel Expense Obligation to BREH for certain other portions of the annual long-term equity incentive grant for the fiscal year ended December 31, 2022 payable by BREH as equity bonuses to certain of the BREH Personnel for services provided to the Manager, we issued an aggregate of 31,260 restricted shares of Class A common stock (“Restricted Shares”) pursuant to the BHM Individuals Plan, allocated among certain non-executive employees of BREH for services provided to the Manager in such capacities.
−Removed: Such Restricted Shares will vest one-third on May 25, 2024, and the remainder will vest ratably on an annual basis over a two-year period from April 1, 2024.
−Removed: All the foregoing issuances of LTIP Units and Restricted Shares 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.
−Removed: No general solicitation or advertising occurred in connection with the issuance and sale of these securities.
−Removed: Once vested, the foregoing 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 us, and may then be redeemed for cash or, at our option and after a one year holding period (including any period during which the LTIP Units were held), settled in shares of our Class A common stock on a one-for-one basis.
−Removed: Each recipient of such LTIP Units and/or Restricted Shares will be entitled to receive “distribution equivalents” with respect to such LTIP Units and/or Restricted Shares, whether or not vested, at the same time as distributions are paid to the holders of our Class A common stock.
−Removed: Voluntary Forfeiture of Previously Granted, Unvested LTIP Units and Restricted Shares by Manager
−Removed: In connection with the grants of LTIP Units and Restricted Shares described above, on November 2, 2023, the Manager voluntarily forfeited (a) 367,357 of the 405,796 unvested LTIP Units previously awarded to the Manager as an initial staking grant on November 3, 2022 pursuant to the BHM Entities Plan, as described in Item 5 of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the U.S.
−Removed: Securities and Exchange Commission on November 4, 2022, and (b) (i) 83,995 of the 141,665 unvested LTIP Units and (ii) 31,260 unvested Restricted Shares, in each case previously awarded to the Manager on May 25, 2023 as an annual long-term equity incentive grant for the fiscal year ended December 31, 2022 pursuant to the BHM Entities Plan, as described in our Current Report on Form 8-K dated May 25, 2023, filed with the U.S.
−Removed: Securities and Exchange Commission on May 26, 2023.
−Removed: Because this Quarterly Report on Form 10-Q is being filed within four business days from the date of the reportable events, we have elected to make the foregoing disclosures in this Quarterly Report on Form 10-Q instead of in a Current Report on Form 8-K under Item 3.02.
+Added: During the quarter ended March 31, 2024, none of our directors or officers (as defined in Section 16 of the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (each as defined in Item 408(a) and (c), respectively, of Regulation S-K).
Second Articles of Amendment and Restatement of Bluerock Homes Trust, Inc., incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on October 6, 2022
15 unchanged sentences
1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: The following information from the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2023, formatted in iXBRL (inline eXtensible Business Reporting Language):
+Added: Consent of Kroll, LLC, incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on February 14, 2024.
+Added: Press release dated February 22, 2024, incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on February 22, 2024.
+Added: The following information from the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2024, formatted in iXBRL (inline eXtensible Business Reporting Language):
(i) Balance Sheets;
2 unchanged sentences
(iv) Statements of Cash Flows;
−Removed: (v) notes to combined consolidated financial statements.
+Added: (v) notes to consolidated financial statements.
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
1 unchanged sentence
BLUEROCK HOMES TRUST, INC .
−Removed: November 9, 2023
Chief Executive Officer
(Principal Executive Officer)
−Removed: November 9, 2023
/s/ Christopher J.
3 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.