Dean Allara Form 4 Bridge Investment / Dean Allara 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^*

Allara Dean

(Last)

(First)

(Middle)

C/O BRIDGE INVESTMENT GROUP HOLDINGS INC

111 EAST SEGO LILY DRIVE, SUITE 400

(Street)

SALT LAKE CITY

84070

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Bridge Investment Group Holdings Inc. [ BRDG ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/20/2021

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)
Class A Common Stock	07/20/2021		A		135,503⁽¹⁾	A	$0.00	135,503	D
Class B Common Stock	07/20/2021		D⁽²⁾		441,201	D	$0.00	5,415,339	I	By Bridge Founders Group, LLC⁽⁵⁾
Class B Common Stock	07/20/2021		D⁽²⁾		42,048	D	$0.00	558,632	I	By Rockridge Investments, LLC⁽⁶⁾
Class B Common Stock								446,330	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)
Class A Units	⁽³⁾	07/20/2021		D⁽⁴⁾			441,201	⁽³⁾	⁽³⁾	Class A Common Stock	441,201	$14.63	5,415,339	I	By Bridge Founders Group, LLC⁽⁵⁾
Class A Units	⁽³⁾	07/20/2021		D⁽⁴⁾			42,048	⁽³⁾	⁽³⁾	Class A Common Stock	42,048	$14.63	558,632	I	By Rockridge Investments, LLC⁽⁶⁾
Class A Units	⁽³⁾							⁽³⁾	⁽³⁾	Class A Common Stock	446,430		446,330	D

Explanation of Responses:

1. Represents an award of restricted Class A Common Stock which will vest in three equal annual installments, with the first such annual installment vesting on July 20, 2024, subject to the Reporting Person's continued service with the Issuer through each vesting date.

2. Reflects the cancellation for no consideration of Class B Common Stock in connection with the redemption and conversion of the Class A Units into shares of Class A Common Stock.

3. The Class A Units may be redeemed by the Reporting Person at any time for shares of Class A Common Stock on a 1-to-1 basis.

4. As described in the prospectus filed by the Issuer with the Securities and Exchange Commission, upon the closing of the offering, the Issuer redeemed the Class A Units from the Reporting Person.

5. The managers of Bridge Founders Group, LLC are Dean Allara, Christian Young, Danuel Stanger, D. Russell Minnick, Branson Hamilton and Tom Ralphs. The securities reported on this line item represent the Reporting Person's proportionate interest of the securities held by Bridge Founders Group, LLC, by means of his direct or indirect ownership interest in Bridge Founders Group, LLC.

6. The Reporting Person is the manager of Rockridge Investments, LLC and may be deemed to be the beneficial owner of these securities.

Remarks:

Partner, Vice Chairman and Head of Client Solutions Group

	/s/ Matthew Grant, as attorney-in-fact	07/21/2021
	** 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.

Dean Allara Form 4Bridge Investment / Dean Allara ownership change