Brixmor Property Group Inc. — Director's Dealing 2014

Aug 26, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Brixmor Property Group Inc. (BRX)
CIK: 0001581068
Period of Report: 2014-08-21

Reporting Person: BRE Retail Holdco L.P. (10% Owner)
Reporting Person: BRE Throne REIT Holdco LLC (10% Owner)
Reporting Person: BRE Throne REIT Parent LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-08-21	Common Stock	J	33594577	—	Disposed	440817	Indirect
2014-08-21	Common Stock	J	28815	—	Disposed	950000	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	97430580	Indirect
Common Stock	6344000	Indirect
Common Stock	3296848	Indirect
Common Stock	221059	Indirect

Footnotes

F1: Pursuant to a reorganization (the "Reorganization"), a portion of the shares of Common Stock (the "Common Stock"), par value $0.01 per share, of Brixmor Property Group Inc. (the "Issuer") that were previously directly held by BRE Retail Holdco L.P. ("BRE Retail Holdco") were distributed to Blackstone Real Estate Partners VI.TE.1 L.P., Blackstone Real Estate Partners VI.TE.2 L.P., Blackstone Real Estate Holdings VI L.P. and Blackstone Real Estate Holdings VI-ESC L.P., each an indirect subsidiary of Blackstone Holdings III L.P. Blackstone Real Estate Partners VI.TE.1 L.P. immediately contributed such shares distributed to it to BRX BREP VI.TE.1 Holdco A LLC and BRX BREP VI.TE.1 Holdco B LLC, each a wholly-owned subsidiary, and Blackstone Real Estate Partners VI.TE.2 L.P. immediately contributed such shares distributed to it to BRX BREP VI.TE.2 Holdco A LLC and BRX BREP VI.TE.2 Holdco B LLC, each a wholly-owned subsidiary.

F2: (Continued from Footnote 1) Blackstone Real Estate Holdings VI L.P. immediately contributed such shares distributed to it to BRX BREH VI Holdco A LLC and BRX BREH VI Holdco B LLC, each a wholly-owned subsidiary, and Blackstone Real Estate Holdings VI-ESC L.P. immediately contributed such shares distributed to it to BRX BREH VI-ESC Holdco A LLC and BRX BREH VI-ESC Holdco B LLC, each a wholly-owned subsidiary. Also pursuant to the Reorganization, BRE Retail Holdco contributed a portion of additional shares of Common Stock then held by it to a wholly-owned subsidiary, BRX Holdco LLC, which then further contributed a portion of such shares to BRX Holdco II LLC, an entity wholly-owned by BRX Holdco LLC.

F3: Reflects the shares of Common Stock held directly by BRE Retail Holdco after the Reorganization.

F4: Reflects the shares of Common Stock indirectly beneficially owned by BRE Retail Holdco through BRX Holdco II LLC after the Reorganization.

F5: Reflects the shares of Common Stock indirectly beneficially owned by BRE Retail Holdco through BRX Holdco LLC after the Reorganization.

F6: Pursuant to a second reorganization (the "Second Reorganization"), a portion of the shares of Common Stock that were previously directly held by BRE Throne REIT Holdco LLC were distributed to BRE Throne REIT Parent LLC, its sole member, which immediately distributed such shares to Blackstone Real Estate Holdings VII L.P. and Blackstone Real Estate Holdings VII-ESC L.P., each an indirect subsidiary of Blackstone Holdings III L.P. Blackstone Real Estate Holdings VII L.P. immediately contributed such shares to BRX Throne REIT BREH VII Holdco A LLC and BRX Throne REIT BREH VII Holdco B LLC, each a wholly-owned subsidiary, and Blackstone Holdings VII-ESC L.P. immediately contributed such shares to BRX Throne REIT BREH VII-ESC Holdco A LLC and BRX Throne REIT BREH VII-ESC Holdco B LLC, each a wholly-owned subsidiary.

F7: (Continued from footnote 6) Also pursuant to the Second Reorganization, BRE Throne REIT Holdco LLC contributed a portion of additional shares of Common Stock then held by it to BRX Throne REIT Holdco A LLC and BRX Throne REIT Holdco B LLC, each a wholly-owned subsidiary.

F8: Reflects the shares of Common Stock held directly by BRE Throne REIT Holdco LLC after the Second Reorganization.

F9: Reflects the shares of Common Stock indirectly beneficially owned by by BRE Throne REIT Holdco LLC through BRX Throne REIT Holdco A LLC after the Reorganization.

F10: Reflects the shares of Common Stock indirectly beneficially owned by BRE Throne REIT Holdco LLC through BRX Throne REIT Holdco B LLC after the Reorganization.

F11: Blackstone Real Estate Partners VI.TE.1 L.P., Blackstone Real Estate Partners VI.TE.2 L.P., Blackstone Real Estate Holdings VI L.P., Blackstone Real Estate Holdings VI-ESC L.P., BRX BREP VI.TE.1 Holdco A LLC, BRX BREP VI.TE.1 Holdco B LLC, BRX BREP VI.TE.2 Holdco A LLC, BRX BREP VI.TE.2 Holdco B LLC, BRX BREH VI Holdco A LLC, BRX BREH VI Holdco B LLC, BRX BREH VI-ESC Holdco A LLC, BRX BREH VI-ESC Holdco B LLC, BRX Holdco LLC, BRX Holdco II LLC, BRX Throne REIT BREH VII Holdco A LLC, BRX Throne REIT BREH VII Holdco B LLC, BRX Throne REIT BREH VII-ESC Holdco A LLC, BRX Throne REIT BREH VII-ESC Holdco B LLC, BRX Throne REIT Holdco A LLC and BRX Throne REIT Holdco B LLC are filing separate Forms 3.

F12: Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.

F13: Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.