Securities Registration (section 12(g)) (8-a12g)
18 Abril 2018 - 10:33AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
Pursuant
to Section 12(
b)
or 12(
g)
of the
Securities
Exchange Act of 1934
Bluerock
Residential Growth REIT, Inc.
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(Exact name of registrant as specified in its charter)
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Maryland
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26-3136483
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(State of incorporation or organization)
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(I.R.S. Employer Identification No.)
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712 Fifth Avenue, 9
th
Floor
New York, NY 10019
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(Address of principal executive offices)
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Securities
to be registered pursuant to Section 12(b) of the Act:
Title of each class
to be so registered
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Name of each exchange on which
each class is to be registered
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None
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None
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If this form relates to the registration
of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c)
or (e), check the following box.
¨
If this form relates to the registration
of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d)
or (e), check the following box.
ý
If this form relates to the registration
of a class of securities concurrently with a Regulation A offering, check the following box.
¨
Securities Act registration statement or
Regulation A offering statement file number to which this form relates:
333-208956
(if applicable)
Securities to be registered pursuant to
Section 12(g) of the Act:
Series B Redeemable
Preferred Stock, par value $0.01 per share
Warrants to Purchase Shares of Class
A Common Stock, par value $0.01 per share
(Title of class)
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ITEM 1.
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DESCRIPTION OF REGISTRANT’S
SECURITIES TO BE REGISTERED.
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Bluerock Residential
Growth REIT, Inc. (the “Company”) hereby incorporates by reference (i) the description of its Series B Redeemable Preferred
Stock, $0.01 par value per share (“Series B Preferred Stock”) to be registered hereunder, set forth under the section
entitled “The Offering” in the Company’s prospectus supplement dated November 15, 2017 (the “Prospectus
Supplement”), as filed with the Securities and Exchange Commission (the “SEC”) on November 15, 2017 pursuant
to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”), to the prospectus dated January
29, 2016 (the “Prospectus”), constituting part of the Registration Statement on Form S-3 (File No. 333-208956) of the
Company, filed with the SEC under the Securities Act on January 12, 2016; (ii) the related information under the headings “Description
of Capital Stock – Preferred Stock” in the Prospectus and “Description of Series B Redeemable Preferred Stock”
in the Prospectus Supplement; (iii) any description of the Series B Preferred Stock included in a form of prospectus supplement
subsequently filed by the Company under Rule 424(b) under the Securities Act; (iv) the description of its Warrants to purchase
shares of its Class A Common Stock, $0.01 par value per share (“Warrants”) to be registered hereunder, set forth under
the section entitled “The Offering” in the Prospectus Supplement to the Prospectus; (v) the related information under
the headings “Description of Capital Stock–Series B Redeemable Preferred Stock–Class A Common Stock Warrants”
in the Prospectus and “Description of Series B Redeemable Preferred Stock–Class A Common Stock Warrants” in the
Prospectus Supplement; and (vi) any description of the Warrants included in a form of prospectus supplement subsequently filed
by the Company under Rule 424(b) under the Securities Act. The Series B Preferred Stock is not listed on any national securities
exchange.
The following exhibits
are included, or incorporated by reference, in this registration statement (and are numbered in accordance with Item 601 of Regulation
S-K).
Exhibit No.
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Description
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3.1
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Second Articles of Amendment and Restatement of the Company, incorporated by reference to Exhibit 3.3 to Pre-Effective Amendment No. 5 to the Company’s Registration Statement on Form S-11 (No. 333-192610)
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3.2
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Articles of Amendment to the Second Articles of Amendment and Restatement of the Company, dated March 26, 2014, incorporated by reference to Exhibit 3.6 to Pre-Effective Amendment No. 5 to the Company’s Registration Statement on Form S-11 (No. 333-192610)
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3.3
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Articles of Amendment to the Second Articles of Amendment and Restatement of the Company, dated March 26, 2014, incorporated by reference to Exhibit 3.7 to Pre-Effective Amendment No. 5 to the Company’s Registration Statement on Form S-11 (No. 333-192610)
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3.4
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Articles of Amendment to the Second Articles of Amendment and Restatement of the Company, dated March 31, 2014, incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed on April 1, 2014
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3.5
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Articles of Amendment to the Second Articles of Amendment and Restatement of the Company, dated March 31, 2014, incorporated by reference to Exhibit 3.4 to the Company’s Current Report on Form 8-K filed on April 1, 2014
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3.6
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Articles Supplementary of the Company, dated October 20, 2015, incorporated by reference to Exhibit 3.6 to the Company’s Current Report on Form 8-A filed October 20, 2015
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3.7
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Articles Supplementary of the Company, dated December 16. 2015, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed December 22, 2015
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3.8
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Articles Supplementary of the Company, dated February 26, 2016, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed March 1, 2016
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3.9
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Articles Supplementary of the Company, dated March 29, 2016, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed March 29, 2016
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3.10
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Articles Supplementary of the Company, dated July 15, 2016, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed July 18, 2016
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3.11
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Articles Supplementary of the Company, dated October 10, 2016, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed October 12, 2016
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3.12
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Articles Supplementary of the Company, dated July 20, 2017, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on July 21, 2017
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3.13
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Articles Supplementary of the Company, dated October 26, 2017, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on November 6, 2017
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3.14
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Articles Supplementary of the Company, dated November 14, 2017, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on November 20, 2017
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3.15
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Third Amended and Restated Bylaws of the Company, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 9, 2017
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10.1
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Warrant Agreement by and between Bluerock Residential Growth REIT, Inc. and American Stock Transfer & Trust Company, LLC, dated February 24, 2016, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on March 1, 2016
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10.2
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Amendment to Amended and Restated Warrant Agreement by and between Bluerock Residential Growth REIT, Inc., Computershare Inc. and Computershare Trust Company N.A., dated July 21, 2017, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on July 21, 2017
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10.3
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Warrant Agreement by and between Bluerock Residential Growth REIT, Inc., Computershare Inc. and Computershare Trust Company N.A., dated November 15, 2017, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on November 20, 2017
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SIGNATURE
Pursuant to the requirements
of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereto duly authorized.
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BLUEROCK RESIDENTIAL GROWTH REIT, INC.
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Date: April 18, 2018
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By:
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/s/ Christopher J. Vohs
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Christopher J. Vohs
Chief Financial Officer and Treasurer
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EXHIBIT INDEX
Exhibit No.
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Description
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3.1
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Second Articles of Amendment and Restatement of the Company, incorporated by reference to Exhibit 3.3 to Pre-Effective Amendment No. 5 to the Company’s Registration Statement on Form S-11 (No. 333-192610)
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3.2
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Articles of Amendment to the Second Articles of Amendment and Restatement of the Company, dated March 26, 2014, incorporated by reference to Exhibit 3.6 to Pre-Effective Amendment No. 5 to the Company’s Registration Statement on Form S-11 (No. 333-192610)
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3.3
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Articles of Amendment to the Second Articles of Amendment and Restatement of the Company, dated March 26, 2014, incorporated by reference to Exhibit 3.7 to Pre-Effective Amendment No. 5 to the Company’s Registration Statement on Form S-11 (No. 333-192610)
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3.4
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Articles of Amendment to the Second Articles of Amendment and Restatement of the Company, dated March 31, 2014, incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed on April 1, 2014
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3.5
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Articles of Amendment to the Second Articles of Amendment and Restatement of the Company, dated March 31, 2014, incorporated by reference to Exhibit 3.4 to the Company’s Current Report on Form 8-K filed on April 1, 2014
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3.6
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Articles Supplementary of the Company, dated October 20, 2015, incorporated by reference to Exhibit 3.6 to the Company’s Current Report on Form 8-A filed October 20, 2015
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3.7
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Articles Supplementary of the Company, dated December 16. 2015, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed December 22, 2015
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3.8
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Articles Supplementary of the Company, dated February 26, 2016, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed March 1, 2016
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3.9
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Articles Supplementary of the Company, dated March 29, 2016, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed March 29, 2016
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3.10
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Articles Supplementary of the Company, dated July 15, 2016, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed July 18, 2016
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3.11
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Articles Supplementary of the Company, dated October 10, 2016, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed October 12, 2016
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3.12
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Articles Supplementary of the Company, dated July 20, 2017, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on July 21, 2017
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3.13
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Articles Supplementary of the Company, dated October 26, 2017, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on November 6, 2017
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3.14
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Articles Supplementary of the Company, dated November 14, 2017, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on November 20, 2017
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3.15
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Third Amended and Restated Bylaws of the Company, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 9, 2017
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10.1
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Warrant Agreement by and between Bluerock Residential Growth REIT, Inc. and American Stock Transfer & Trust Company, LLC, dated February 24, 2016, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on March 1, 2016
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10.2
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Amendment to Amended and Restated Warrant Agreement by and between Bluerock Residential Growth REIT, Inc., Computershare Inc. and Computershare Trust Company N.A., dated July 21, 2017, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on July 21, 2017
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10.3
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Warrant Agreement by and between Bluerock Residential Growth REIT, Inc., Computershare Inc. and Computershare Trust Company N.A., dated November 15, 2017, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on November 20, 2017
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