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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| LTIP Units | (1) | 04/15/2016 | J(2) | 21 (2) | (1)(2) | (1)(2) | Common Stock | 21 | $ 0 | 8,951 | D | ||||
| LTIP Units | (1) | 04/15/2016 | J(3) | 28 (3) | (1)(3) | (1)(3) | Common Stock | 28 | $ 0 | 6,746 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Singh Carolyn Carter C/O BRIXMOR PROPERTY GROUP INC. 450 LEXINGTON AVENUE NEW YORK, NY 10017 |
See Remarks | |||
| /s/ Steven F. Siegel, by power of attorney | 04/15/2016 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Upon satisfaction of minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes and the expiration of a two year restricted period from the date of grant, each LTIP Unit may be converted, at the election of the holder, into a common unit of Brixmor Operating Partnership LP. The common units of Brixmor Operating Partnership LP are redeemable for cash or, at the option of the Issuer, exchangeable for shares of common stock of the Issuer, on a one-for-one basis. |
| (2) | Represents the accrual of additional LTIP Units upon the reinvestment of dividend equivalents earned on 2,448 LTIP Units previously earned under a performance award granted on March 18, 2014. The additional units are subject to additional time-based vesting criteria and will vest on January 1, 2017, subject to the continued employment of the reporting person through that date. |
| (3) | Represents the accrual of additional LTIP Units upon the reinvestment of dividend equivalents earned on 3,249 unvested LTIP Units previously earned under a performance award granted on March 6, 2015. Of the additional LTIP Units reported, 50% are subject to additional time-based vesting criteria and will vest on January 1, 2017, subject to the continued employment of the reporting person through that date, and 50% are subject to additional time-based vesting criteria and will vest on January 1, 2018, subject to the continued employment of the reporting person through that date. |
| Remarks: Executive Vice President, Human Resources & Administration | |