ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.

Payment of Annual Incentive Bonus Awards for Fiscal Year 2021

The information set forth under Item 5.02 of this Current Report on Form 8-K is incorporated herein by reference.

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;


           APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
           OFFICERS.

(f) Determination and Payment of Annual Incentive Bonus Awards for Fiscal Year 2021





As described in the Annual Report on Form 10-K filed with the Securities and
Exchange Commission (the "SEC") on March 11, 2022 (the "Form 10-K") by Bluerock
Residential Growth REIT, Inc. (the "Company," "we," "us," or "our"), pursuant to
the respective employment or services agreement of each of the Company's
executive officers (collectively, the "Executive Agreements"), each such
executive officer is entitled to payment of an annual incentive bonus for the
fiscal year ended December 31, 2021 (each, a "2021 Annual Bonus," and
collectively, the "2021 Annual Bonuses"). As further described in the Form 10-K,
the Compensation Committee uses the following criteria in determining the amount
of the 2021 Annual Bonus for which each executive officer is eligible: (a) 75%
is based upon the Company's achievement, during the fiscal year ended December
31, 2021, of certain objective Company performance criteria and targets; and (b)
the remaining 25% is based upon the Compensation Committee's subjective
evaluation of the performance of each such executive officer during such time
period. As also described in the Form 10-K, in December 2020, each of the
Company's executive officers, other than Christopher J. Vohs ("Mr. Vohs") and
Michael DiFranco ("Mr. DiFranco"), executed a Side Letter to their Executive
Agreement to reflect their prospective election to receive any 2021 Annual Bonus
in the form of long-term incentive plan units ("LTIP Units") of the Company's
operating partnership, Bluerock Residential Holdings, L.P. (the "Operating
Partnership"), rather than in cash. (See "Compensation Discussion and
Analysis-2021 Compensation Decisions-2021 Annual Cash Bonuses" on page 123

of
the Form 10-K).



Based on the Compensation Committee's evaluation of the previously-established
objective criteria and targets along with its subjective evaluations, the
Compensation Committee approved payment of 2021 Annual Bonuses, on or before
April 15, 2021, to each of the Company's executive officers in amounts equal to
135.6% of the annual incentive bonus target amount as previously established by
the Compensation Committee for each of the following executive officers of the
Company: (i) R. Ramin Kamfar ("Mr. Kamfar"), (ii) James G. Babb, III ("Mr.
Babb"), (iii) Jordan B. Ruddy ("Mr. Ruddy"), (iv) Ryan S. MacDonald ("Mr.
MacDonald"), (v) Michael L. Konig ("Mr. Konig"), through his wholly-owned law
firm, Konig & Associates, LLC, a New Jersey limited liability company ("K&A"),
(vi) Mr. Vohs, and (iv) Mr. DiFranco. All references to Mr. Konig herein refer
to Mr. Konig acting through K&A.



On April 12, 2022 (the "2021 Annual Bonus LTIP Date of Grant"), the Company
granted 2021 Annual Bonuses, in each case, as a grant of equity incentive
compensation (i) to each of Messrs. Kamfar, Babb, Ruddy and MacDonald under the
Fourth Amended and Restated 2014 Equity Incentive Plan for Individuals (the
"Individuals Plan"), and (ii) to Mr. Konig under the Company's Fourth Amended
and Restated 2014 Equity Incentive Plan for Entities (the "Entities Plan," and
together with the Individuals Plan, the "Plans"), in the form of LTIP Units,
rather than in cash, in the following amounts: 30,624 LTIP Units to Mr. Kamfar;
16,588 LTIP Units to Mr. Babb; 17,864 LTIP Units to Mr. Ruddy; 22,968 LTIP Units
to Mr. MacDonald; and 16,588 LTIP Units to Mr. Konig. The 30,624 LTIP Units
issued in payment of the 2021 Annual Bonus to Mr. Kamfar will vest and become
nonforfeitable on the first anniversary of the 2021 Annual Bonus LTIP Date of
Grant. The following number of LTIP Units issued to each of Messrs. Babb, Ruddy,
MacDonald and Konig were fully-vested and nonforfeitable on the 2021 Annual
Bonus LTIP Date of Grant, in each case subject to certain clawback and
termination provisions: 9,276 LTIP Units to Mr. Babb; 9,990 LTIP Units to Mr.
Ruddy; 12,844 LTIP Units to Mr. MacDonald; and 9,276 LTIP Units to Mr. Konig.
The following number of LTIP Units issued in payment of the 2021 Annual Bonus to
each of Messrs. Babb, Ruddy, MacDonald and Konig will vest and become
nonforfeitable on the first anniversary of the 2021 Annual Bonus LTIP Date of
Grant: 7,312 LTIP Units to Mr. Babb; 7,874 LTIP Units to Mr. Ruddy; 10,124 LTIP
Units to Mr. MacDonald; and 7,312 LTIP Units to Mr. Konig. Such grants are
evidenced by LTIP Unit Vesting Agreements and LTIP Unit Award Agreements (as
applicable). By mutual agreement of the Company and each of Messrs. Vohs and
DiFranco, the 2021 Annual Bonuses payable to each of Messrs. Vohs and DiFranco
will be paid on or before April 15, 2021, in each case in cash.



The LTIP Units granted as 2021 Annual Bonuses to each of Messrs. Kamfar, Babb,
Ruddy, MacDonald and Konig were issued 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 such securities.  Such LTIP Units may convert to units of limited
partnership interest in 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 our Class A Common Stock on a one-for-one basis. From the
date of grant, holders of such LTIP Units will be entitled to receive
"distribution equivalents" at the time distributions are paid to the holders of
the Company's Class A Common Stock.



All other compensation paid or earned by each of the Company's named executive
officers for the fiscal year ended December 31, 2021 was previously reported by
the Company in the Summary Compensation Table beginning on page 130 of the Form
10-K. As of the filing of the Form 10-K, the 2021 Annual Bonuses had not been
determined, and thus were not included in the Summary Compensation Table. In
accordance with Item 5.02(f) of Form 8-K, the Company is providing a revised
Summary Compensation Table, which includes the 2021 Annual Bonuses paid to each
of our named executive officers and revised total compensation figures for

2021:



                           Summary Compensation Table

The table below summarizes the total compensation paid or earned by our named executive officers in 2021, 2020 and 2019.





                                                                             Non-Equity
                                                               Stock       Incentive Plan    All Other
 Name and Principal                 Salary       Bonus         Awards       Compensation    Compensation     Total

      Position            Year       ($)         ($)(1)        ($)(2)          ($)(3)           ($)           ($)
R. Ramin Kamfar           2021    600,000(4)    813,375     2,733,864(6)         -               -         4,147,239
Chairman and CEO          2020    400,000(5)   549,750(2)   2,410,455(7)         -               -         3,360,205
                          2019     400,000     500,400(2)   1,375,592(8)         -               -         2,275,992
Jordan B. Ruddy           2021    350,000(4)    474,469      829,927(6)          -               -         1,654,396
President and COO         2020    300,000(5)   412,313(2)    723,135(7)          -               -         1,435,448
                          2019     300,000     375,300(2)    502,805(8)          -               -         1,178,105
James G. Babb, III        2021     325,000      440,578      517,479(6)          -               -         1,283,057
Chief Strategy            2020     325,000     385,735(2)    511,018(7)          -               -         1,221,753
Officer                   2019     325,000     406,575(2)    502,805(8)          -               -         1,234,380
Ryan S. MacDonald         2021     450,000      610,031      976,377(6)          -               -         2,036,408
Chief Investment          2020     325,000     446,672(2)    964,178(7)          -               -         1,735,850
Officer                   2019     300,000     375,300(2)    502,805(8)          -               -         1,178,105
Christopher J. Vohs       2021     280,000      189,788      195,272(6)          -               -          665,060
Chief Financial           2020     262,500      163,980      160,051(7)          -               -          586,531
Officer & Treasurer       2019     250,000      156,375      149,422(8)          -               -          555,797
Michael L. Konig*         2021     325,000      440,578      732,288(6)          -               -         1,497,866
Chief Legal Officer       2020     300,000     374,813(2)    723,135(7)          -               -         1,397,948
& Secretary               2019     300,000     375,300(2)    502,805(8)          -               -         1,178,105

* Pursuant to a Services Agreement with his wholly-owned law firm, K&A.

(1) Amounts shown for 2019, 2020 and 2021 for each of Messrs. Kamfar, Babb,

Ruddy, MacDonald and Konig reflect payment of the 2019 Annual Bonuses, the

2020 Annual Bonuses and the 2021 Annual Bonuses in LTIP Units, rather than in

cash, by mutual agreement of each such executive officer and the Company.

Amounts shown for 2019, 2020 and 2021 for Mr. Vohs reflect payment of the

2019 Annual Bonuses, the 2020 Annual Bonuses and the 2021 Annual Bonuses in


     cash.

(2) Amounts shown do not reflect compensation actually received by the named

executive officer. Instead, the amounts shown are the full grant date fair

value of LTIP Unit awards issued to the executives in each applicable year.

In accordance with SEC disclosure requirements, the amounts for each such

year include the full grant date fair value of awards issued under the

Incentive Plans. The grant date fair value is computed in accordance with


     FASB ASC 718, "Compensation-Stock Compensation," or "ASC 718."



  The actual value of awards with respect to these awards are contingent on

continued employment and assumes achievement of target performance under any

long term performance awards. The amounts for 2019 were previously reported

assuming maximum performance and have been restated to reflect target

performance.

(3) The executive officers did not receive any non-equity incentive plan

compensation in 2019, 2020 or 2021.

(4) On January 15, 2021, the Compensation Committee approved, and each of Mr.

Kamfar and Mr. Ruddy formally elected and agreed to receive, and the Company

agreed to pay, (a) 98.0% of the base salary of Mr. Kamfar for the fiscal year

ending December 31, 2021, and (b) 83.0% of the base salary of Mr. Ruddy for

such fiscal year, in Company equity rather than in cash. The number of LTIP

Units granted to each of Mr. Kamfar and Mr. Ruddy on the grant dates were

determined by dividing the dollar value of each such grant by the volume

weighted average closing price of a share of our Class A Common Stock as

reported on the NYSE American for the twenty (20) trading days immediately

preceding the grant dates.

(5) On March 31, 2020, the Compensation Committee approved, and each of Mr.

Kamfar and Mr. Ruddy formally elected and agreed to receive, and the Company

agreed to pay, (a) 97.0% of the base salary of Mr. Kamfar for the fiscal year

ending December 31, 2020, and (b) (i) 66.7% of the base salary of Mr. Ruddy

for the first quarter of such fiscal year and (ii) 87.3% of the base salary

of Mr. Ruddy for the second, third and fourth quarters of such fiscal year,

in Company equity rather than in cash, as more specifically set forth

therein. The number of shares of our Class A Common Stock or LTIP Units

granted to each of Mr. Kamfar and Mr. Ruddy on the grant dates were

determined by dividing the dollar value of each such grant by the volume

weighted average closing price of a share of our Class A Common Stock as

reported on the NYSE American for the twenty (20) trading days immediately

preceding the grant dates.

(6) Reflects the issuance, on January 1, 2021, of LTIP Units based on a price of

$12.67 per LTIP Unit, which was the closing price of a share of our Class A

Common Stock as reported on the NYSE American for the trading day immediately

preceding the date of grant.

(7) Reflects the issuance, on January 1, 2020, of LTIP Units based on a price of

$12.05 per LTIP Unit, which was the closing price of a share of our Class A

Common Stock as reported on the NYSE American for the trading day immediately

preceding the date of grant.

(8) Reflects the issuance, on January 1, 2019, of LTIP Units based on a price of

$9.02 per LTIP Unit, which was the closing price of a share of our Class A

Common Stock as reported on the NYSE American for the trading day immediately


     preceding the date of grant.




CEO Pay Ratio



As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer
Protection Act, and Item 402(u) of Regulation S-K, we are providing the
following information about the relationship of the annual total compensation of
our employees and the annual total compensation of Mr. Ramin Kamfar, Chief
Executive Officer (the "CEO"):



The amount earned in 2021 by Mr. Ramin Kamfar, our Chief Executive Officer (the
"CEO") with respect to the 2021 Annual Bonus granted to him for the 2021
performance period was not calculable as of the date of the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 2021 (the "Form
10-K") because the final performance data for the 2021 performance period that
determines the amount of the 2021 Annual Bonus earned was not available at that
time. As permitted by Instruction 6 to Item 402(u) of Regulation S-K, we thus
omitted the CEO pay ratio disclosure required by Item 402(u) of Regulation S-K
from the Form 10-K, and have included the required CEO pay ratio disclosure in
this Current Report on Form 8-K.

For 2021, our last completed fiscal year:

• the annual total compensation of the employee identified at median of our


       Company (other than our CEO) was $166,500; and

• the annual total compensation of the CEO for purposes of determining the


       CEO pay ratio was $4,147,239.

The annual total compensation is based on compensation earned from January 1, 2021 through December 31, 2021.





Based on this information, for 2021, the ratio of the annual total compensation
of Mr. Kamfar, our Chief Executive Officer, to the median of the annual total
compensation of all employees was estimated to be 24.91 to 1.



This pay ratio is a reasonable estimate calculated in a manner consistent with
SEC rules based on our payroll and employment records and the methodology
described below. The SEC rules for identifying the median compensated employee
and calculating the pay ratio based on that employee's annual total compensation
allow companies to adopt a variety of methodologies, to apply certain
exclusions, and to make reasonable estimates and assumptions that reflect their
compensation practices. As such, the pay ratio reported by other companies may
not be comparable to the pay ratio reported above, as other companies may have
different employment and compensation practices and may utilize different
methodologies, exclusions, estimates and assumptions in calculating their own
pay ratios.



To identify the median of the annual total compensation of all our employees, as
well as to determine the annual total compensation of the "median employee," the
methodology and the material assumptions, adjustments, and estimates that we
used were as follows: (a) we determined that, as of December 31, 2021, our
employee population consisted of approximately 55 individuals, and (b) to
identify the "median employee" from our employee population, we collected actual
base salary and bonus earned (including, when applicable, any such amounts paid
in Company equity), as well as any overtime paid during the period from January
1, 2021 through December 31, 2021.

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