Brixmor Property Group Inc. — Director's Dealing 2016

Mar 3, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Brixmor Property Group Inc. (BRX)
CIK: 0001581068
Period of Report: 2016-03-01

Reporting Person: Finnegan Brian T (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-01	Common Stock	M	838	—	Acquired	66234	Direct
2016-03-01	Common Stock	F	388	$23.80	Disposed	65846	Direct
2016-03-01	Common Stock	M	1114	—	Acquired	66960	Direct
2016-03-01	Common Stock	F	517	$23.80	Disposed	66443	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-01	LTIP Units	$	A	4414	Acquired		Common Stock (4414)	Direct
2016-03-01	Restricted Stock Units	$	A	1111	Acquired		Common Stock (1111)	Direct
2016-03-01	Restricted Stock Units	$	A	838	Acquired		Common Stock (838)	Direct

Footnotes

F1: Upon vesting, Restricted Stock Units convert into common stock on a one-for-one basis.

F2: 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.

F3: The date of the transaction represents the date on which certain performance criteria of a previously granted LTIP award were determined to have been satisfied.

F4: Represents the number of LTIP Units determined to have been earned based upon certain performance criteria, including dividend equivalent units deemed earned through the date such performance criteria were deemed satisfied, in respect of a grant on March 6, 2015. Of the number of LTIP Units reported, 50% are vested, 25% 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 25% 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.

F5: The date of the transaction represents the date on which the performance criteria of a previously granted performance share award were determined to have been satisfied.

F6: Represents the portion of the number of shares determined to have been earned based upon the performance criteria which are subject to additional time-based vesting criteria. Of the number of Restricted Stock Units reported, 556 will vest on January 1, 2017 and 555 will vest on January 1, 2018, in each case subject to the continued employment of the reporting person through that date.

F7: Represents the portion of the number of shares determined to have been earned based upon the performance criteria which are subject to additional time-based vesting criteria. All of the Restricted Stock Units reported will vest on January 1, 2017, subject to the continued employment of the reporting person through that date.