Steven F Siegel Form 4 Brixmor Property / STEVEN F SIEGEL ownership change

SEC Form 4

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).

1. Name and Address of Reporting Person^*

SIEGEL STEVEN F

(Last)

(First)

(Middle)

C/O BRIXMOR PROPERTY GROUP INC.

450 LEXINGTON AVENUE

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Brixmor Property Group Inc. [ BRX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/01/2023		A		26,728	A	⁽¹⁾	335,331	D
Common Stock	02/01/2023		F		13,644⁽²⁾	D	$23.66	321,687	D
Common Stock	02/01/2023		A		2,227	A	⁽¹⁾	322,778	D
Common Stock	02/01/2023		F		1,136⁽²⁾	D	$23.66	323,914	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	02/01/2023		A		26,732⁽⁴⁾		⁽³⁾	⁽³⁾	Common Stock	26,732	$0	26,732	D
Restricted Stock Units	⁽¹⁾	02/01/2023		A		15,216⁽⁵⁾		⁽⁵⁾	⁽⁵⁾	Common Stock	15,216	$0	15,216	D
Restricted Stock Units	⁽¹⁾	02/01/2023		A		2,228⁽⁶⁾		⁽⁷⁾	⁽⁷⁾	Common Stock	2,228	$0	2,228	D

Explanation of Responses:

1. Restricted Stock Units ("RSUs") convert into common stock on a one-for-one basis.

2. Reflects shares of common stock surrendered to the Issuer to satisfy tax withholding obligations in connection with the vesting of RSUs.

3. 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.

4. Represents the portion of the number of shares determined to have been earned based upon the performance criteria that are subject to additional time-based vesting criteria. Of the number of RSUs reported, 13,366 will vest on January 1, 2024 and 13,366 will vest on January 1, 2025.

5. The RSUs vest ratably over three years beginning January 1, 2024.

6. Represents the portion of the number of shares determined to have been earned based upon the outperformance criteria that are subject to additional time-based vesting criteria. Of the number of outperformance RSUs reported, 1,114 will vest on January 1, 2024 and 1,114 will vest on January 1, 2025.

7. The date of the transaction represents the date on which the outperformance criteria of a previously granted outperformance RSU were determined to have been satisfied.

Remarks:

Executive Vice President, General Counsel

	/s/ Steven F. Siegel	02/03/2023
	** 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.

Steven F Siegel Form 4Brixmor Property / STEVEN F SIEGEL ownership change