Executive Chairman Morse Robert Randolph sold $1,128,100 worth of shares (137,148 units at $8.23), decreasing direct ownership by 4% to 3,157,271 units (SEC Form 4)
$BRDG
Investment Managers
Finance
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Bridge Investment Group Holdings Inc. [ BRDG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/02/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Class A Common Stock | 01/02/2025 | S | 45,343 | D | $8.29(1) | 3,249,076 | D | |||
| Class A Common Stock | 01/03/2025 | S | 44,553 | D | $8.07(2) | 3,204,523 | D | |||
| Class A Common Stock | 01/06/2025 | S | 47,252 | D | $8.31(3) | 3,157,271 | D | |||
| Class B Common Stock | 1,412,126 | I | By Family Trusts(4) | |||||||
| Class B Common Stock | 27,870,157 | I | By FLM Holdings, LLC(5) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: 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 | ||||||||
| Class A Units | (6) | (6) | (6) | Class A Common Stock | 1,450,996 | 1,450,996 | I | By Family Trusts(4) | |||||||
| Class A Units | (6) | (6) | (6) | Class A Common Stock | 33,635,780 | 33,635,780 | I | By FLM Holdings, LLC(5) | |||||||
| Explanation of Responses: |
| 1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.18 to $8.48. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote |
| 2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.94 to $8.29. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote |
| 3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.27 to $8.41. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote |
| 4. Represents 565,117 Class A Units and 535,274 shares of Class B Common Stock held by The Charlotte Morse 2017 AET ("Trust I"), 292,284 Class A Units and 292,284 shares of Class B Common Stock held by The Elliot Coleman Morse 2017 AET ("Trust II"), 292,284 Class A Units and 292,284 shares of Class B Common Stock held by The Margaret Brooke Morse 2017 AET ("Trust III") and 292,284 Class A Units and 292,284 shares of Class B Common Stock held by The Robert Edson Morse 2017 AET ("Trust IV" and together with Trust I, Trust II and Trust III, the "Family Trusts"). FLM Management LLC is the trustee of each of the Family Trusts. The Reporting Person is the manager of FLM Management LLC and, as a result, may be deemed to be the beneficial owner of these securities. |
| 5. The Reporting Person is the manager of FLM Holdings, LLC and may be deemed to be the beneficial owner of these securities. |
| 6. The Class A Units in Bridge Investment Group Holdings LLC may be redeemed by the Reporting Person at any time for shares of Class A Common Stock on a 1-to-1 basis. |
| Remarks: |
| /s/ Matthew Grant Attorney-in-Fact | 01/06/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||