Bridge Investment Group Holdings Inc.

09/02/2025 | Press release | Distributed by Public on 09/02/2025 14:27

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden hours per response... 0.5
(Print or Type Responses)
1. Name and Address of Reporting Person *
Morse Robert Randolph
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 __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive Chairman
(Last) (First) (Middle)
C/O BRIDGE INVESTMENT GROUP HOLDINGS INC, 111 EAST SEGO LILY DRIVE, SUITE 400
3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025
(Street)
SANDY, UT 84070
4. If Amendment, Date 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
(City) (State) (Zip)
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)
Code V Amount (A) or (D) Price
Class A Common Stock 09/02/2025 A 447,906(1) A $ 0 3,525,868 D
Class A Common Stock 09/02/2025 D 3,525,868 D (2)(3)(4) 0 D
Class B Common Stock 09/02/2025 D 1,412,126 D (2)(3)(4) 0 I By Family Trusts(5)
Class B Common Stock 09/02/2025 D 27,870,157 D (2)(3)(4) 0 I By FLM Holdings, LLC(6)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class A Units (2)(3)(4) 09/02/2025 D 1,450,996 (2)(3)(4) (2)(3)(4) Class A Common Stock 1,450,996 (2)(3)(4) 0 I By Family Trusts(5)
Class A Units (2)(3)(4) 09/02/2025 D 33,635,780 (2)(3)(4) (2)(3)(4) Class A Common Stock 33,635,780 (2)(3)(4) 0 I By FLM Holdings, LLC(6)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Morse Robert Randolph
C/O BRIDGE INVESTMENT GROUP HOLDINGS INC
111 EAST SEGO LILY DRIVE, SUITE 400
SANDY, UT 84070
X X Executive Chairman

Signatures

/s/ Matthew Grant Attorney-in-Fact 09/02/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents an award of restricted stock units that vest in four substantially equal annual installments beginning on September 2, 2026. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.
(2) Pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated February 23, 2025, the Issuer and Bridge Investment Group Holdings LLC became wholly owned subsidiaries (the "Mergers") of Apollo Global Management, Inc. ("Parent"). At the effective time of the Mergers (the "Effective Time"), among other transactions, (i) each share of Class A Common Stock issued and outstanding immediately prior to the Effective Time, excluding certain Class A Common Stock as described in the Merger Agreement, was cancelled and extinguished and automatically converted into the right to receive shares of Parent common stock equal to 0.07081 per share, (cont. in FN 3)
(3) (cont. from FN 2) (ii) each share of Class B Common Stock issued and outstanding immediately prior to the Effective Time, excluding certain Class B Common Stock as described in the Merger Agreement, was cancelled and extinguished and automatically converted into the right to receive shares of Parent common stock equal to 0.00006 per share, (iii) each restricted stock award of the Issuer outstanding and unvested as of immediately prior to the Effective Time was converted into an award of restricted shares of Parent common stock equal to 0.07081 per share, subject to the same terms and conditions as were applicable to such restricted stock award of the Issuer immediately prior to the Effective Time, (cont. in FN 4)
(4) (cont. from FN 3) (iv) each restricted stock unit of the Issuer outstanding and unvested as of immediately prior to the Effective Time was converted into a number of restricted stock units of Parent with respect to shares of Parent common stock equal to 0.07081 per share, subject to the same terms and conditions as were applicable to such restricted stock unit of the Issuer immediately prior to the Effective Time and (v) each Class A Unit issued and outstanding immediately prior to the Effective Time, excluding certain Class A Units as described in the Merger Agreement, was cancelled and extinguished and automatically converted into the right to receive shares of Parent common stock equal to 0.07081 per share, subject to the same terms and conditions as were applicable to such Class A Unit immediately prior to the Effective Time.
(5) Represents Class A Units and shares of Class B Common Stock previously held by The Charlotte Morse 2017 AET ("Trust I"), The Elliot Coleman Morse 2017 AET ("Trust II"), The Margaret Brooke Morse 2017 AET ("Trust III") and The Robert Edson Morse 2017 AET ("Trust IV" and together with Trust I, Trust II and Trust III, the "Family Trusts"). FLM Management LLC is the trustee of each of the Family Trusts. The Reporting Person is the manager of FLM Management LLC and, as a result, may be deemed to share beneficial ownership.
(6) The Reporting Person is the manager of FLM Holdings, LLC and may be deemed to share beneficial ownership.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Bridge Investment Group Holdings Inc. published this content on September 02, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on September 02, 2025 at 20:27 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]