Securities Registration (section 12(b)) (8-a12b)
12 Oktober 2016 - 12:02PM
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.
(Exact name of registrant as specified in
its charter)
Maryland
|
26-3136483
|
(State of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
712 Fifth Avenue, 9
th
Floor
New York, NY 10019
(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the
Act:
Title of each class
|
Name of each exchange on which
|
to be so registered
|
each class is to be registered
|
|
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7.125% Series D
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NYSE MKT
|
Cumulative Preferred Stock
($0.01 par value per share)
|
|
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), check the following
box.
x
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), check the following
box.
¨
Securities Act registration statement file
number to which this form relates:
333-208956
Securities to be registered pursuant to
Section 12(g) of the Act:
None
(Title of each
class to be registered)
ITEM 1.
|
DESCRIPTION OF REGISTRANT’S SECURITIES TO BE REGISTERED.
|
Bluerock Residential Growth REIT, Inc.
(the “Company”) hereby incorporates by reference (i) the description of its 7.125% Series D Cumulative Preferred Stock,
$0.01 par value per share (“Series D Preferred Stock”) to be registered hereunder, set forth under the section entitled
“The Offering” in the Company’s prospectus supplement dated October 5, 2016 (the “Prospectus Supplement”),
as filed with the Securities and Exchange Commission (the “SEC”) on October 7, 2016 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 D Preferred Stock” in the Prospectus Supplement;
and (iii) any description of the Series D Preferred Stock included in a form of prospectus supplement subsequently filed by the
Company under Rule 424(b) under the Securities Act. The Series D Preferred Stock is expected to be listed on the NYSE MKT
under
the symbol “BRG-PrD.”
The documents listed
below are filed as exhibits to this registration statement.
Exhibit No.
|
|
Description
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|
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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
|
|
|
|
3.6
|
|
Articles Supplementary
of the
Company, dated October 20, 2015, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed
on October 21, 2015
|
|
|
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3.7
|
|
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 on March 1, 2016
|
|
|
|
3.8
|
|
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 on March 29, 2016
|
|
|
|
3.9
|
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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 on July 18, 2016
|
|
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3.10
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Articles Supplementary
of the Company, dated October 10, 2016
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|
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3.11
|
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Second Amended and Restated Bylaws of the Company, incorporated by reference to Exhibit 3.5 to Pre-Effective Amendment No. 5 to the Company’s Registration Statement on Form S-11 (No. 333-192610)
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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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|
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Date: October 11, 2016
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By:
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/s/ Christopher J. Vohs
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Christopher J. Vohs
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Chief Accounting Officer and Treasurer
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EXHIBIT INDEX
Exhibit No.
|
|
Description
|
|
|
|
3.1
|
|
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)
|
|
|
|
3.2
|
|
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)
|
|
|
|
3.3
|
|
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)
|
|
|
|
3.4
|
|
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
|
|
|
|
3.5
|
|
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
|
|
|
|
3.6
|
|
Articles Supplementary
of the
Company, dated October 20, 2015, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed
on October 21, 2015
|
|
|
|
3.7
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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 on March 1, 2016
|
|
|
|
3.8
|
|
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 on March 29, 2016
|
|
|
|
3.9
|
|
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 on July 18, 2016
|
|
|
|
3.10
|
|
Articles Supplementary
of the Company, dated October 10, 2016
|
|
|
|
3.11
|
|
Second Amended and Restated Bylaws of the Company, incorporated by reference to Exhibit 3.5 to Pre-Effective Amendment No. 5 to the Company’s Registration Statement on Form S-11 (No. 333-192610)
|
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