Brixmor Property Group Inc. — Director's Dealing 2017

Mar 3, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Brixmor Property Group Inc. (BRX)
CIK: 0001581068
Period of Report: 2017-02-28

Reporting Person: Singh Carolyn Carter (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-28	Common Stock	A	4620	—	Acquired	195459	Direct
2017-02-28	Common Stock	F	1891	$23.34	Disposed	193568	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-28	LTIP Units	$	A	10162	Acquired		Common Stock (10162)	Direct
2017-02-28	Restricted Stock Units	$	A	4621	Acquired		Common Stock (4621)	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 18, 2014. 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, 2018, 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, 2019, 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, 2,310 will vest on January 1, 2018 and 2,311 will vest on January 1, 2019, in each case subject to the continued employment of the reporting person through that date.