Toggle SGML Header (+)


Section 1: 4 (PRIMARY DOCUMENT)

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT 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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
Singh Carolyn Carter
  2. Issuer Name and Ticker or Trading Symbol
Brixmor Property Group Inc. [BRX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
See Remarks
(Last)
(First)
(Middle)
C/O BRIXMOR PROPERTY GROUP INC., 450 LEXINGTON AVENUE
3. Date of Earliest Transaction (Month/Day/Year)
03/13/2017
(Street)

NEW YORK, NY 10017
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/13/2017   A   28,297 A (3) 221,865 D  

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)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Vested LTIP Units (1) 03/13/2017   D     19,153   (1)(2)   (1)(2) Common Stock 19,153 $ 0 0 D  
Common units of Brixmor Operating Partnership LP (1) 03/13/2017   A   19,153     (1)   (1) Common Stock 19,153 $ 0 0 D  
Common units of Brixmor Operating Partnership LP (3) 03/13/2017   D     28,297   (3)   (3) Common Stock 28,297 $ 0 0 D  
LTIP Units (4) 03/13/2017   D     6,813   (2)   (2) Common Stock 6,813 $ 0 0 D  
Restricted Stock Units (4)(5) 03/13/2017   A   8,513(6)     (4)(5)   (4)(5) Common Stock 8,513 $ 0 13,134 D  

Reporting Owners

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  

Signatures

 /s/ Steven F. Siegel, by power of attorney   03/14/2017
**Signature of Reporting Person Date

Explanation of Responses:

* 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) Pursuant to the terms of the Amended and Restated Agreement of Limited Partnership of Brixmor Operating Partnership LP (the "Partnership"), dated October 29, 2013 (as amended, the "Partnership Agreement"), vested LTIP Units were converted into common units of the Partnership on a one-for-one basis.
(2) 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 Brixmor Property Group Inc. (the "Issuer"), exchangeable for shares of common stock of the Issuer, on a one-for-one basis. Following the transactions described on this report, the reporting person no longer owned any LTIP Units.
(3) Pursuant to the terms of the Partnership Agreement, common units of the Partnership were redeemed in exchange for shares of common stock of the Issuer on a one-for-one basis.
(4) The reporting person agreed to forfeit unvested LTIP Units subject to time vesting in exchange for a grant of restricted stock units. The issued restricted stock units are subject to the same vesting schedule as the forfeited unvested LTIP units.
(5) Restricted stock units convert into common stock on a one-for-one basis.
(6) Of the number of Restricted Stock Units reported, 5,340 will vest on January 1, 2018 and 3,173 will vest on January 1, 2019, in each case subject to the continued employment of the reporting person through that date.
 
Remarks:
Remarks:Executive Vice President, Human Resources & Administration

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number. (Back To Top)