Brixmor Property Group Inc. — Director's Dealing 2017

Mar 14, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Brixmor Property Group Inc. (BRX)
CIK: 0001581068
Period of Report: 2017-03-13

Reporting Person: Singh Carolyn Carter (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-13	Common Stock	A	28297	—	Acquired	221865	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-13	Vested LTIP Units	$	D	19153	Disposed		Common Stock (19153)	Direct
2017-03-13	Common units of Brixmor Operating Partnership LP	$	A	19153	Acquired		Common Stock (19153)	Direct
2017-03-13	Common units of Brixmor Operating Partnership LP	$	D	28297	Disposed		Common Stock (28297)	Direct
2017-03-13	LTIP Units	$	D	6813	Disposed		Common Stock (6813)	Direct
2017-03-13	Restricted Stock Units	$	A	8513	Acquired		Common Stock (8513)	Direct

Footnotes

F1: 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.

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 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.

F3: 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.

F4: 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.

F5: Restricted stock units convert into common stock on a one-for-one basis.

F6: 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.