Amended Statement of Ownership (sc 13g/a)
17 February 2016 - 7:07AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 20549 |
|
SCHEDULE 13G/A |
|
Under the Securities Exchange Act of 1934 |
(Amendment No. 1)* |
|
Bluerock
Residential Growth REIT, Inc. |
(Name of Issuer) |
|
Class A common
stock, $0.01 par value |
(Title of Class of Securities) |
|
09627J102 |
(CUSIP Number) |
|
December
31, 2015 |
(Date of Event Which Requires Filing of This Statement) |
|
|
Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
|
¨ |
Rule 13d-1(b) |
x |
Rule 13d-1(c) |
¨ |
Rule 13d-1(d) |
|
(Page 1 of 15 Pages) |
______________________________
*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 the disclosures provided in a prior cover page.
The information
required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
CUSIP No. 09627J102 | 13G/A | Page 2 of 15 Pages |
1 |
NAME OF REPORTING PERSON
Ardsley Partners Fund II, L.P. |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
295,200 |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
295,200 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
295,200 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
1.5% |
12 |
TYPE OF REPORTING PERSON
PN |
|
|
|
|
|
CUSIP No. 09627J102 | 13G/A | Page 3 of 15 Pages |
1 |
NAME OF REPORTING PERSON
Ardsley Partners Institutional
Fund, L.P. |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
239,800 |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
239,800 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
239,800 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
1.2% |
12 |
TYPE OF REPORTING PERSON
PN |
|
|
|
|
|
CUSIP No. 09627J102 | 13G/A | Page 4 of 15 Pages |
1 |
NAME OF REPORTING PERSON
Ardsley Partners Advanced Healthcare
Fund, L.P. |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
115,000 |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
115,000 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
115,000 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
0.6% |
12 |
TYPE OF REPORTING PERSON
PN |
|
|
|
|
|
CUSIP No. 09627J102 | 13G/A | Page 5 of 15 Pages |
1 |
NAME OF REPORTING PERSON
Ardsley Partners US Equity UCITS
Fund plc |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
New York |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
0 |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
0 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
0 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
0% |
12 |
TYPE OF REPORTING PERSON
PN |
|
|
|
|
|
CUSIP No. 09627J102 | 13G/A | Page 6 of 15 Pages |
1 |
NAME OF REPORTING PERSON
Ardsley Advisory Partners |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
New York |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
650,000 |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
650,000 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
650,000 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
3.4% |
12 |
TYPE OF REPORTING PERSON
PN; IA |
|
|
|
|
|
CUSIP No. 09627J102 | 13G/A | Page 7 of 15 Pages |
1 |
NAME OF REPORTING PERSON
Ardsley Partners I |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
New York |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
650,000 |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
650,000 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
650,000 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
3.4% |
12 |
TYPE OF REPORTING PERSON
PN |
|
|
|
|
|
CUSIP No. 09627J102 | 13G/A | Page 8 of 15 Pages |
1 |
NAME OF REPORTING PERSON
Philip J. Hempleman |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
650,000 |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
650,000 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
650,000 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
3.4% |
12 |
TYPE OF REPORTING PERSON
IN |
|
|
|
|
|
CUSIP No. 09627J102 | 13G/A | Page 9 of 15 Pages |
Item 1(a). |
NAME OF ISSUER |
|
The name of the issuer is Bluerock Residential Growth REIT, Inc. (the "Company"). |
|
|
Item 1(b). |
ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES |
|
The Company's principal executive offices are located at 712 Fifth Avenue, 9th Floor, New York, NY 10019. |
|
|
Item 2(a). |
NAME OF PERSON FILING |
|
This statement is filed by: |
|
(i) |
Ardsley Partners Fund II, L.P., a Delaware limited partnership ("AP II"), with respect to the Shares (as defined in Item 2(d) below) directly owned by it; |
|
|
|
(ii) |
Ardsley Partners Institutional Fund, L.P., a Delaware limited partnership ("Ardsley Institutional"), with respect to the Shares directly owned by it; |
|
(iii) |
Ardsley Partners Advanced Healthcare Fund, L.P., a Delaware limited partnership ("Ardsley Advanced"), with respect to the Shares directly owned by it; |
|
|
|
|
(iv) |
Ardsley Partners US Equity UCITS Fund plc, an Irish UCITS plc ("Ardsley US Equity"), with respect to the Shares directly owned by it; |
|
(v) |
Ardsley Advisory Partners, a New York general partnership ("Ardsley") which serves as Investment Adviser of AP II, Ardsley Institutional and Ardsley Advanced and as Sub-Advisor of Ardsley US Equity, with respect to the Shares directly owned by AP II, Ardsley Institutional, Ardsley Advanced and Ardsley US Equity; |
|
(vi) |
Ardsley Partners I, a New York general partnership ("Ardsley Partners") which serves as General Partner of AP II, Ardsley Institutional and Ardsley Advanced, with respect to the Shares owned by AP II, Ardsley Institutional and Ardsley Advanced; and |
|
|
|
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(vii) |
Philip J. Hempleman ("Mr. Hempleman"), the Managing Partner of Ardsley and Ardsley Partners, with respect to the Shares owned by AP II, Ardsley Institutional, Ardsley Advanced and Ardsley US Equity. |
|
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13(d) of the Act, the beneficial owner of the Shares reported herein. |
Item 2(b). |
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE |
|
The address of the business office of each of the Reporting Persons is 262 Harbor Drive, Stamford, Connecticut 06902. |
|
|
CUSIP No. 09627J102 | 13G/A | Page 10 of 15 Pages |
Item 2(c). |
CITIZENSHIP |
|
AP II, Ardsley Institutional and Ardsley Advanced are Delaware limited partnerships. Ardsley US Equity is an Irish UCITS plc. Ardsley and Ardsley Partners are New York general partnerships. Mr. Hempleman is a United States citizen. |
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|
Item 2(d). |
TITLE OF CLASS OF SECURITIES |
|
Class A common stock, par value $0.01 (the "Shares") |
|
|
Item 2(e). |
CUSIP NUMBER |
|
09627J102 |
|
|
Item 3. |
IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: |
|
(a) |
¨ |
Broker or dealer registered under Section 15 of the Act; |
|
(b) |
¨ |
Bank as defined in Section 3(a)(6) of the Act; |
|
(c) |
¨ |
Insurance company as defined in Section 3(a)(19) of the Act; |
|
(d) |
¨ |
Investment company registered under Section 8 of the Investment Company Act of 1940; |
|
(e) |
¨ |
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
|
(f) |
¨ |
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); |
|
(g) |
¨ |
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); |
|
(h) |
¨ |
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; |
|
(i) |
¨ |
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; |
|
(j) |
¨ |
A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); |
|
(k) |
¨ |
Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |
|
If filing as a non-U.S. institution in accordance
with Rule 13d-1(b)(1)(ii)(J), please
specify the type of institution: _______________________________________ |
Item 4. |
OWNERSHIP |
|
The information required by Items 4(a) – (c) is set forth in Rows 5-11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person. |
CUSIP No. 09627J102 | 13G/A | Page 11 of 15 Pages |
|
The percentages used in this Schedule 13G/A are calculated based upon 19,201,565 Shares reported to be outstanding as of November 4, 2015 in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015 filed with the Securities and Exchange Commission on November 12, 2015. The percentages used herein and in the rest of the Schedule 13G/A are based upon such number of Shares outstanding. |
Item 5. |
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
|
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ý |
|
|
Item 6. |
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON |
|
Not applicable. |
Item 7. |
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON |
|
Not applicable. |
|
|
Item 8. |
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP |
|
Not applicable. |
|
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Item 9. |
NOTICE OF DISSOLUTION OF GROUP |
|
Not applicable. |
|
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Each of the Reporting Persons hereby makes the following certification: |
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By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
CUSIP No. 09627J102 | 13G/A | Page 12 of 15 Pages |
SIGNATURES
After reasonable
inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in
this statement is true, complete and correct.
DATE: February 16, 2016
|
ARDSLEY PARTNERS FUND II, L.P. |
|
BY: ARDSLEY PARTNERS I, |
|
GENERAL PARTNER |
|
|
|
BY: /s/ Steve Napoli |
|
Steve Napoli |
|
General Partner |
|
|
|
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ARDSLEY PARTNERS INSTITUTIONAL FUND, L.P. |
|
BY: ARDSLEY PARTNERS I, |
|
GENERAL PARTNER |
|
|
|
BY: /s/ Steve Napoli |
|
Steve Napoli |
|
General Partner |
|
|
|
|
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ARDSLEY PARTNERS ADVANCED HEALTHCARE FUND,
L.P.
BY: PHILIP J. HEMPLEMAN
GENERAL PARTNER |
|
|
|
BY: /s/ Steve Napoli* |
|
Steve Napoli |
|
As attorney in fact for |
|
Philip J. Hempleman |
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|
|
|
|
Ardsley Partners US Equity UCITS Fund plc |
|
BY: ARDSLEY ADVISORY PARTNERS |
|
SUB-ADVISOR |
|
|
|
BY: /s/ Steve Napoli |
|
Steve Napoli |
|
Partner |
|
|
|
|
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ARDSLEY ADVISORY PARTNERS |
|
|
|
BY: /s/ Steve Napoli
Steve Napoli
Partner |
|
|
|
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CUSIP No. 09627J102 | 13G/A | Page 13 of 15 Pages |
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ARDSLEY PARTNERS I |
|
|
|
BY: /s/ Steve Napoli
Steve Napoli
General Partner |
|
|
|
|
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PHILIP J. HEMPLEMAN, INDIVIDUALLY |
|
|
|
BY: /s/ Steve Napoli* |
|
Steve Napoli |
|
As attorney in fact for |
|
Philip J. Hempleman |
| * | Evidence of Power of Attorney was filed with the Schedule 13G/A filed on February 15, 2006 (Acc-no:
0000902664-06-000895) and is incorporated by reference into this filing. |
CUSIP No. 09627J102 | 13G/A | Page 14 of 15 Pages |
EXHIBIT 1
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned
acknowledge and agree that the foregoing statement on Schedule 13G/A is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13G/A shall be filed on behalf of each of the undersigned without the necessity
of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing
of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein,
but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that
he or it knows or has reason to believe that such information is inaccurate.
DATE: February 16, 2016
|
ARDSLEY PARTNERS FUND II, L.P. |
|
BY: ARDSLEY PARTNERS I, |
|
GENERAL PARTNER |
|
|
|
BY: /s/ Steve Napoli |
|
Steve Napoli |
|
General Partner |
|
|
|
|
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ARDSLEY PARTNERS INSTITUTIONAL FUND, L.P. |
|
BY: ARDSLEY PARTNERS I, |
|
GENERAL PARTNER |
|
|
|
BY: /s/ Steve Napoli |
|
Steve Napoli |
|
General Partner |
|
|
|
|
|
ARDSLEY PARTNERS ADVANCED HEALTHCARE FUND,
L.P.
BY: PHILIP J. HEMPLEMAN
GENERAL PARTNER |
|
|
|
BY: /s/ Steve Napoli* |
|
Steve Napoli |
|
As attorney in fact for |
|
Philip J. Hempleman |
|
|
|
|
CUSIP No. 09627J102 | 13G/A | Page 15 of 15 Pages |
|
Ardsley Partners US Equity UCITS Fund plc |
|
BY: ARDSLEY ADVISORY PARTNERS |
|
SUB-ADVISOR |
|
|
|
BY: /s/ Steve Napoli |
|
Steve Napoli |
|
Partner |
|
|
|
|
|
ARDSLEY ADVISORY PARTNERS |
|
|
|
BY: /s/ Steve Napoli
Steve Napoli
Partner |
|
|
|
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ARDSLEY PARTNERS I |
|
|
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BY: /s/ Steve Napoli
Steve Napoli
General Partner |
|
|
|
|
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PHILIP J. HEMPLEMAN, INDIVIDUALLY |
|
|
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BY: /s/ Steve Napoli* |
|
Steve Napoli |
|
As attorney in fact for |
|
Philip J. Hempleman |
| * | Evidence of Power of Attorney was filed with the Schedule 13G/A filed on February 15, 2006 (Acc-no:
0000902664-06-000895) and is incorporated by reference into this filing. |
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