Amended Statement of Beneficial Ownership (sc 13d/a)
08 Mayo 2019 - 4:22PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
BLUEROCK
RESIDENTIAL GROWTH REIT, INC.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
09627J102
(CUSIP Number)
John W. McCullough, Esq.
c/o Harbert Special Opportunity Fund, LP
2100 Third Avenue North Suite 600
Birmingham, AL 35203
Telephone
Number 205-987-5576
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 8, 2019
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because
of ss.240.13d-1 (e), 240.13d-1(f) or 240.13d-1(g), check
the following box ☐.
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*
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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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CUSIP No. 09627J102
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1.
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NAME OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harbert Special Opportunity Fund, LP
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a) ☐ (b) ☐
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS*
WC
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
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6.
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7.
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SOLE VOTING POWER
0
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8.
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SHARED VOTING POWER
825,365
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9.
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SOLE DISPOSITIVE POWER
0
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10.
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SHARES DISPOSITIVE POWER
825,365
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
825,365
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES*
☐
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
3.579%
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14.
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TYPE OF REPORTING PERSON*
PN
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CUSIP No. 09627J102
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1.
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NAME OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harbert Special Opportunity Fund GP, LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a) ☐ (b) ☐
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS*
AF
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
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6.
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7.
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SOLE VOTING POWER
0
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8.
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SHARED VOTING POWER
825,365
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9.
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SOLE DISPOSITIVE POWER
0
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10.
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SHARES DISPOSITIVE POWER
825,365
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
825,365
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES*
☐
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
3.579%
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14.
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TYPE OF REPORTING PERSON*
OO
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CUSIP No. 09627J102
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1.
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NAME OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harbert Fund Advisors, Inc.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a) ☐ (b) ☐
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS*
AF
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
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6.
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Alabama
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7.
|
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SOLE VOTING POWER
0
|
|
|
8.
|
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SHARED VOTING POWER
825,365
|
|
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9.
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SOLE DISPOSITIVE POWER
0
|
|
|
10.
|
|
SHARES DISPOSITIVE POWER
825,365
|
|
|
|
|
|
|
|
|
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
825,365
|
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12.
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES*
☐
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
3.579%
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14.
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TYPE OF REPORTING PERSON*
IA, CO
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CUSIP No. 09627J102
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1.
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NAME OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harbert Management Corporation
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a) ☐ (b) ☐
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS*
AF
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5.
|
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
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6.
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Alabama
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7.
|
|
SOLE VOTING POWER
0
|
|
|
8.
|
|
SHARED VOTING POWER
825,365
|
|
|
9.
|
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SOLE DISPOSITIVE POWER
0
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|
10.
|
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SHARES DISPOSITIVE POWER
825,365
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|
|
|
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|
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
825,365
|
|
12.
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES*
☐
|
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13.
|
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
3.579%
|
|
14.
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TYPE OF REPORTING PERSON*
CO
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CUSIP No. 09627J102
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1.
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NAME OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jack Bryant
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a) ☐ (b) ☐
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3.
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SEC USE ONLY
|
|
4.
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SOURCE OF FUNDS*
AF
|
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5.
|
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
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6.
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United States of
America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7.
|
|
SOLE VOTING POWER
0
|
|
|
8.
|
|
SHARED VOTING POWER
825,365
|
|
|
9.
|
|
SOLE DISPOSITIVE POWER
0
|
|
|
10.
|
|
SHARES DISPOSITIVE POWER
825,365
|
|
|
|
|
|
|
|
|
|
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
825,365
|
|
12.
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES*
☐
|
|
13.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
3.579%
|
|
14.
|
|
TYPE OF REPORTING PERSON*
IN
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CUSIP No. 09627J102
|
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1.
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NAME OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Todd N. Jordan
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a) ☐ (b) ☐
|
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3.
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SEC USE ONLY
|
|
4.
|
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SOURCE OF FUNDS*
AF
|
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5.
|
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
|
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6.
|
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United States of
America
|
|
|
|
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7.
|
|
SOLE VOTING POWER
0
|
|
|
8.
|
|
SHARED VOTING POWER
825,365
|
|
|
9.
|
|
SOLE DISPOSITIVE POWER
0
|
|
|
10.
|
|
SHARES DISPOSITIVE POWER
825,365
|
|
|
|
|
|
|
|
|
|
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
825,365
|
|
12.
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES*
☐
|
|
13.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
3.579%
|
|
14.
|
|
TYPE OF REPORTING PERSON*
IN
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CUSIP No. 09627J102
|
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1.
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NAME OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Raymond Harbert
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2.
|
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a) ☐ (b) ☐
|
|
3.
|
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SEC USE ONLY
|
|
4.
|
|
SOURCE OF FUNDS*
AF
|
|
5.
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
|
|
6.
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
United States of
America
|
|
|
|
|
|
|
|
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|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7.
|
|
SOLE VOTING POWER
0
|
|
|
8.
|
|
SHARED VOTING POWER
825,365
|
|
|
9.
|
|
SOLE DISPOSITIVE POWER
0
|
|
|
10.
|
|
SHARES DISPOSITIVE POWER
825,365
|
|
|
|
|
|
|
|
|
|
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
825,365
|
|
12.
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES*
☐
|
|
13.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
3.579%
|
|
14.
|
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TYPE OF REPORTING PERSON*
IN
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CUSIP No. 09627J102
SCHEDULE 13D
This Amendment No. 2 supplements the information set forth in the Schedule 13D filed by the Reporting Persons with the United States
Securities and Exchange Commission (the “
SEC
”) on October 29, 2018 (the “Original Schedule 13D”), as amended on March 18, 2019 (the “
Schedule 13D
”), relating to the Issuers’
Class A Common Stock (the “
Shares
”) of Bluerock Residential Growth REIT, Inc., a Maryland corporation (the “
Issuer
”). All capitalized terms contained herein but not otherwise defined shall have
the meanings ascribed to such terms in the Schedule 13D.
The information set forth in response to each separate Item below shall be
deemed to be a response to all Items where such information is relevant. The Schedule 13D is hereby amended as follows:
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Item 5.
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Interest in Securities of the Issuer
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(a) - (d) As of the date hereof, HFA, HMC, Fund GP, the Fund, Jack Bryant, Todd N. Jordan and Raymond Harbert may be deemed to be the
beneficial owners of 825,365 Shares, which constitutes 3.579% of the Shares, based upon 23,063,119* shares outstanding as of the date hereof.
HFA has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 825,365 Shares; has the sole
power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 825,365 Shares.
HMC has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 825,365 Shares; has the sole
power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 825,365 Shares.
The Fund GP has the sole power to vote or direct the vote of 0 Shares; has the shared power
to vote or direct the vote of 825,365 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 825,365 Shares.
The Fund has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 825,365 Shares; has the
sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 825,365 Shares.
Jack Bryant has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 825,365 Shares; has
the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 825,365 Shares.
Todd N. Jordan has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 825,365 Shares;
has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 825,365 Shares.
Raymond Harbert has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 825,365 Shares;
has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 825,365 Shares.
The transactions by the Reporting Persons in the securities of the Issuer during the past sixty days are set forth in Exhibit 99.1. All such
transactions were carried out in open market transactions.
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*
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This outstanding Shares figure reflects the number of outstanding Shares at 23,063,119, as reported in
the Issuer’s Form
10-K,
filed on February
27, 2019
.
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Item 5(e) of the Original Schedule 13D is amended and restated as follows:
As a result of the transactions described herein, the Reporting Persons ceased to be beneficial owners of more than 5% of the Shares. As the
Reporting Persons own less than 5% of the Shares, this Amendment will be the Reporting Persons final Schedule 13D amendment filing until such time, if any, as the Reporting Persons again exceed the 5% ownership threshold in respect of the Shares.
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Item 7.
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Material to be Filed as Exhibits
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Item 7 is hereby amended to add the following exhibit:
Exhibit 99.1 Schedule of transactions in Shares.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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May 8, 2019
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(Date)
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Harbert Special Opportunity Fund, LP
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By:
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Harbert Special Opportunity Fund GP, LLC,
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its General Partner
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By:
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Harbert Management Corporation,
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its Managing Member
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By:
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/s/ John McCullough
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Executive Vice President and
General Counsel
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Harbert Special Opportunity Fund GP, LLC*
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By:
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Harbert Management Corporation,
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its Managing Member
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By:
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/s/ John McCullough
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Executive Vice President and
General Counsel
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Harbert Fund Advisors, Inc.*
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By:
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/s/ John McCullough
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Executive Vice President and
General Counsel
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Harbert Management Corporation*
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By:
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/s/ John McCullough
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Executive Vice President and
General Counsel
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/s/ Jack Bryant
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Jack Bryant*
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/s/ Todd N. Jordan
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Todd N. Jordan*
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/s/ Raymond Harbert
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Raymond Harbert*
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*
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This reporting person disclaims beneficial ownership of these reported securities except to the extent of its pecuniary interest therein, and
this report shall not be deemed an admission that any such person is the beneficial owner of these securities for purposes of Section 16 of the U.S. Securities Exchange Act of 1934, as amended, or for any other purpose.
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Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
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