Sec Form 13D Filing - Bridge Investment Group Holdings Inc. @ BRIDGE INVT GROUP HLDGS INC CO

Insider filing report for Changes in Beneficial Ownership

Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

_________________________

Bridge Investment Group Holdings Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

10806B100

(CUSIP Number)

Robert R. Morse

111 E. Sego Lily Drive, Suite 400,

Salt Lake City, Utah 84070

(801) 716-4500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 1, 2023

(Date of Event Which Requires Filing of This Statement)

_________________________

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 10806B100			13D			Page 2 of 15 pages


1	Name of Reporting Persons
	Robert Randolph Morse
2	Check the Appropriate Box if a Member of A Group
	(a) ☒	(b) ☐
3	SEC Use Only

4	Source of Funds (See Instructions)
	OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
	☐
6	Citizenship of Place of Organization
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	Sole Voting Power
			1,890,856
		8	Shared Voting Power
			29,282,283
		9	Sole Disposition Power
			1,890,856
		10	Shared Disposition Power
			35,086,776
11	Aggregate Amount Beneficially Owned by Each Reporting Person
	36,977,632
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares
	☐
13	Percent of Class Represented by Amount in Row (11)
	54.1%
14	Type of Reporting Person
	IN


CUSIP No. 10806B100			13D			Page 3 of 15 pages


1	Name of Reporting Persons
	FLM Holdings, LLC
2	Check the Appropriate Box if a Member of A Group
	(a) ☒	(b) ☐
3	SEC Use Only

4	Source of Funds (See Instructions)
	OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
	☐
6	Citizenship of Place of Organization
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	Sole Voting Power
			27,870,157
		8	Shared Voting Power
			0
		9	Sole Disposition Power
			33,635,780
		10	Shared Disposition Power
			0
11	Aggregate Amount Beneficially Owned by Each Reporting Person
	33,635,780
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares
	☐
13	Percent of Class Represented by Amount in Row (11)
	55.0%
14	Type of Reporting Person
	OO (Limited Liability Company)


CUSIP No. 10806B100			13D			Page 4 of 15 pages


1	Name of Reporting Persons
	FLM Management LLC
2	Check the Appropriate Box if a Member of A Group
	(a) ☒	(b) ☐
3	SEC Use Only

4	Source of Funds (See Instructions)
	OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
	☐
6	Citizenship of Place of Organization
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	Sole Voting Power
			1,412,126
		8	Shared Voting Power
			0
		9	Sole Disposition Power
			1,450,996
		10	Shared Disposition Power
			0
11	Aggregate Amount Beneficially Owned by Each Reporting Person
	1,450,996
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares
	☐
13	Percent of Class Represented by Amount in Row (11)
	4.2%
14	Type of Reporting Person
	OO (Limited Liability Company)


CUSIP No. 10806B100			13D			Page 5 of 15 pages


1	Name of Reporting Persons
	Jonathan Slager
2	Check the Appropriate Box if a Member of A Group
	(a) ☒	(b) ☐
3	SEC Use Only

4	Source of Funds (See Instructions)
	OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
	☐
6	Citizenship of Place of Organization
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	Sole Voting Power
			592,744
		8	Shared Voting Power
			17,031,799
		9	Sole Disposition Power
			592,744
		10	Shared Disposition Power
			6,537,894
11	Aggregate Amount Beneficially Owned by Each Reporting Person
	7,130,638
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares
	☐
13	Percent of Class Represented by Amount in Row (11)
	18.1%
14	Type of Reporting Person
	IN


CUSIP No. 10806B100			13D			Page 6 of 15 pages


1	Name of Reporting Persons
	SF Intentional Irrevocable Trust dated December 30, 2019
2	Check the Appropriate Box if a Member of A Group
	(a) ☒	(b) ☐
3	SEC Use Only

4	Source of Funds (See Instructions)
	OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
	☐
6	Citizenship of Place of Organization
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	Sole Voting Power
			2,374,838
		8	Shared Voting Power
			12,282,123
		9	Sole Disposition Power
			2,374,838
		10	Shared Disposition Power
			0
11	Aggregate Amount Beneficially Owned by Each Reporting Person
	2,374,838
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares
	☐
13	Percent of Class Represented by Amount in Row (11)
	6.7%
14	Type of Reporting Person
	OO


CUSIP No. 10806B100			13D			Page 7 of 15 pages


1	Name of Reporting Persons
	J.P. Slager, LLC
2	Check the Appropriate Box if a Member of A Group
	(a) ☒	(b) ☐
3	SEC Use Only

4	Source of Funds (See Instructions)
	OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
	☐
6	Citizenship of Place of Organization
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	Sole Voting Power
			2,256,198
		8	Shared Voting Power
			0
		9	Sole Disposition Power
			3,468,512
		10	Shared Disposition Power
			0
11	Aggregate Amount Beneficially Owned by Each Reporting Person
	3,468,512
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares
	☐
13	Percent of Class Represented by Amount in Row (11)
	9.8%
14	Type of Reporting Person
	OO


CUSIP No. 10806B100			13D			Page 8 of 15 pages


1	Name of Reporting Persons
	Adam O’Farrell
2	Check the Appropriate Box if a Member of A Group
	(a) ☒	(b) ☐
3	SEC Use Only

4	Source of Funds (See Instructions)
	OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
	☐
6	Citizenship of Place of Organization
	United States
NU MBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	Sole Voting Power
			349,562
		8	Shared Voting Power
			14,343,860
		9	Sole Disposition Power
			349,562
		10	Shared Disposition Power
			3,043,800
11	Aggregate Amount Beneficially Owned by Each Reporting Person
	3,393,362
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares
	☐
13	Percent of Class Represented by Amount in Row (11)
	9.4%
14	Type of Reporting Person
	IN


CUSIP No. 10806B100			13D			Page 9 of 15 pages


1	Name of Reporting Persons
	Adam B. O’Farrell and Tracy K. O’Farrell Trust dtd May 9, 2019
2	Check the Appropriate Box if a Member of A Group
	(a) ☒	(b) ☐
3	SEC Use Only

4	Source of Funds (See Instructions)
	OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
	☐
6	Citizenship of Place of Organization
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	Sole Voting Power
			1,527,095
		8	Shared Voting Power
			11,289,670
		9	Sole Disposition Power
			2,165,749
		10	Shared Disposition Power
			0
11	Aggregate Amount Beneficially Owned by Each Reporting Person
	2,165,749
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares
	☐
13	Percent of Class Represented by Amount in Row (11)
	6.2%
14	Type of Reporting Person
	IN


CUSIP No. 10806B100			13D			Page 10 of 15 pages


1	Name of Reporting Persons
	Dean Allara
2	Check the Appropriate Box if a Member of A Group
	(a) ☒	(b) ☐
3	SEC Use Only

4	Source of Funds (See Instructions)
	OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
	☐
6	Citizenship of Place of Organization
	United States
NUMBER OF SHARES BENEFICI ALLY OWNED BY EACH REPORTING PERSON WITH		7	Sole Voting Power
			5,274,970
		8	Shared Voting Power
			9,935,151
		9	Sole Disposition Power
			6,714,817
		10	Shared Disposition Power
			1,602,581
11	Aggregate Amount Beneficially Owned by Each Reporting Person
	8,317,398
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares
	☐
13	Percent of Class Represented by Amount in Row (11)
	20.2%
14	Type of Reporting Person
	IN


CUSIP No. 10806B100			13D			Page 11 of 15 pages

Explanatory Note

This Amendment No. 3 to Schedule 13D (“Amendment No. 3”) amends and supplements the Schedule 13D filed with the United States Securities and Exchange Commission on July 30, 2021, as amended by Amendment No. 1 to Schedule 13D filed on January 7, 2022 and Amendment No. 2 to Schedule 13D filed on January 10, 2023 (as amended, the “Schedule 13D”) relating to the Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”), of Bridge Investment Group Holdings Inc., a Delaware corporation (the “Issuer”). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.

Item 2.Identity and Background.

Item 2 of the Schedule 13D is amended and replaced in its entirety as follows:

The Schedule 13D is being filed by the following entities (each a “Reporting Person” and collectively, the “Reporting Persons”):

Robert Randolph Morse

FLM Holdings, LLC, a Delaware limited liability company

FLM Management LLC, a Delaware limited liability company

Jonathan Slager

SF Intentional Irrevocable Trust dated December 30, 2019 (the “SF Intentional Irrevocable Trust”)

J.P. Slager, LLC, a Utah limited liability company

Adam O’Farrell

Adam B. O’Farrell and Tracy K. O’Farrell Trust dtd May 9, 2019 (the “O’Farrell Trust”)

Dean Allara

Messrs. Morse, Slager, O’Farrell and Allara are citizens of the United States. Mr. Morse’s principal occupation is Executive Chairman of the Issuer. Mr. Slager’s principal occupation is director and Chief Executive Officer of the Issuer. Mr. O’Farrell’s principal occupation is director and Chief Operating Officer of the Issuer. Mr. Allara’s principal occupation is director and Vice Chairman and Head of Client Solutions Group of the Issuer. The other Reporting Persons are principally engaged in the business of managing their investments in the securities of the Issuer.

Information with respect to the managing members of FLM Holdings, LLC, FLM Management LLC and J.P. Slager, LLC (collectively, the “Related Persons”), including the name, business address, present principal occupation or employment and citizenship of each of the Related Persons is listed on the attached Schedule A, which is incorporated herein by reference.

The principal business address for Messrs. Morse, Slager, O’Farrell and Allara, FLM Holdings, LLC, FLM Management LLC, the SF Intentional Irrevocable Trust, J.P. Slager, LLC and the O’Farrell Trust is c/o Bridge Investment Group Holdings Inc., 111 East Sego Lily Drive, Suite 400, Salt Lake City, Utah 84070.

By virtue of the agreements made pursuant to the Stockholders Agreement (as defined below), Messrs. Morse, Slager, O’Farrell and Allara, FLM Holdings, LLC, FLM Management LLC, the SF Intentional Irrevocable Trust, J.P. Slager, LLC, and the O’Farrell Trust may be deemed to constitute a group for purposes of Rule 13d-3 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). For a description of the relationship between these Reporting Persons, see Item 4 below.

During the last five years, none of the Reporting Persons nor any Related Persons (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding w as or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby amended and supplemented with the following:

Redemption of interests in entities affiliated with the Issuer


CUSIP No. 10806B100			13D			Page 12 of 15 pages

On July 1, 2023, members of entities affiliated with the Issuer redeemed certain equity interests in such entities for Class A Units or shares of Class A Common Stock, as applicable (the “July 2023 Redemption Transactions”). As a result of the July 2023 Redemption Transactions, Mr. Allara acquired 216,200 Class A Units, FLM Holdings, LLC acquired 929,818 Class A Units, and the O’Farrell Trust acquired 79,415 Class A Units, and J.P. Slager, LLC acquired 171,640 Class A Units. In connection with other of the Issuer’s equity events, certain individuals granted an irrevocable proxy to (i) the SF Intentional Irrevocable Trust to vote 15,867 additional shares of Class A Common Stock issued in the July 2023 Redemption Transactions.

Item 5.Interest in Securities of the Issuer.

(a) - (b)

The following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Class A Common Stock and percentage of Class A Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Class A Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 33,257,496 shares of Class A Common Stock outstanding as of July 1, 2023:


Reporting Person	Amount beneficially owned	Percent of Class		Sole power to vote or to direct the vote	Shared power to vote or to direct the vote	Sole power to dispose or to direct the disposition	Shared power to dispose or to direct the disposition
Robert Randolph Morse	36,977,632	54.1	%	1,890,856	29,282,283	1,890,856	35,086,776
FLM Holdings, LLC	33,635,780	55.0	%	27,870,157	—	33,635,780	—
FLM Management LLC	1,450,996	4.2	%	1,412,126	—	1,450,996	—
Jonathan Slager	7,130,638	18.1	%	592,744	17,031,799	592,744	6,537,894
SF Intentional Irrevocable Trust dated December 30, 2019	2,374,838	6.7	%	2,374,838	12,282,123	2,374,838	—
J.P. Slager, LLC	3,468,512	9.8	%	2,256,198	—	3,468,512	—
Adam O’Farrell	3,393,362	9.4	%	349,562	14,343,860	349,562	3,043,800
Adam B. O’Farrell and Tracy K. O’Farrell Trust dtd May 9, 2019	2,165,749	6.2	%	1,527,095	11,289,670	2,165,749	—
Dean Allara	8,317,398	20.2	%	5,274,970	9,935,151	6,714,817	1,602,581

Mr. Morse is (i) the record holder of 1,890,856 shares of Class A Common Stock; (ii) the manager of FLM Holdings, LLC, which is the record holder of 33,635,780 Class A Units; and (iii) the manager of FLM Management LLC, which is the trustee of various family trusts that are the record holders of an aggregate of 1,450,996 Class A Units. As a result, Mr. Morse may be deemed to share beneficial ownership of the securities held of record by FLM Holdings, LLC and the various family trusts.

Mr. Slager is (i) the record holder of 592,744 shares of Class A Common Stock; (ii) the grantor of the SF Intentional Irrevocable Trust, which is the record holder of 2,374,838 Class A Units; (iii) the manager of J.P. Slager, LLC, which is the record holder of 3,468,512 Class A Units; and (iv) the manager of The Christmas, LLC, which is the general partner of the Slager Family Limited Partnership which is the record holder of 320,490 Class A Units. As a result, Mr. Slager may be deemed to share beneficial ownership of the securities held of record by the SF Intentional Irrevocable Trust, J.P. Slager, LLC and the Slager Family Limited Partnership. In addition, certain parties to the Stockholders Agreement have granted an irrevocable proxy to the SF Intentional Irrevocable Trust to vote 12,282,123 shares of Class A Common Stock. As a result, Mr. Slager may be deemed share beneficial ownership of the securities subject to the irrevocable proxy.

Mr. O’Farrell is (i) the record holder of 349,262 shares of Class A Common Stock and may be deemed to share beneficial ownership of (a) 300 shares of Class A Common Stock held of record by his daughter and (b) 760,950 Class A Units held of record by the O’Farrell Irrevocable Trust, of which Mr. O’Farrell is trustee; and (ii) the trustee of the O’Farrell Trust, which is the record holder of 2,165,749 Class A Units. As a result, Mr. O’Farrell may be deemed to share beneficial ownership of the securities held of record by his daughter, the O’Farrell Trust and the O’Farrell Irrevocable Trust. In addition, certain parties to the Stockholders Agreement have granted an irrevocable proxy to the O’Farrell Trust to vote 11,289,670 shares of Class A Common Stock. As a result, Mr. O’Farrell may be deemed share beneficial ownership of the securities subject to the irrevocable proxy.


CUSIP No. 10806B100			13D			Page 13 of 15 pages

Mr. Allara is (i) the record holder of 411,006 shares of Class A Common Stock and may be deemed to share beneficial ownership of (a) 500,000 Class A Units held of record by the Dean Allara Family Legacy Trust, of which Mr. Allara is trustee, and (b) 500,000 Class A Units held of record by the Stacey Allara Family Legacy Trust, of which Mr. Allara is trustee; and (ii) the manager of Rockridge Investments, LLC, which is the record holder of 558,632 Class A Units. As a result, Mr. Allara may be deemed to share beneficial ownership of the securities held of record by the Dean Allara Family Legacy Trust, the Stacey Allara Family Legacy Trust and Rockridge Investments, LLC. In addition, certain parties to the Stockholders Agreement have granted an irrevocable proxy to Dean Allara to vote 9,935,151 shares of Class A Common Stock. As a result, Mr. Allara may be deemed share beneficial ownership of the securities subject to the irrevocable proxy.

Each Class A Unit may be redeemed at any time for shares of Class A Common Stock on a 1-to-1 basis. As such, each of the individuals and entities noted above may be deemed to beneficially own the shares of Class A Common Stock issuable upon redemption of the Class A Units.

(c)Except as described in Item 3 and Item 4, none of the Reporting Persons have effected any transactions with respect to the Class A Common Stock.

(d)None.

Item 7.Materials to be Filed as Exhibits


Exhibit No.						Description
1						Joint Filing Agreement


CUSIP No. 10806B100			13D			Page 14 of 15 pages

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: July 5, 2023


/s/ Robert Randolph Morse
Name: Robert Randolph Morse

FLM Holdings, LLC

By: /s/ Robert Randolph Morse
Name: Robert Randolph Morse
Title: Manager

FLM Management LLC

By: /s/ Robert Randolph Morse
Name: Robert Randolph Morse
Title: Manager

/s/ Jonathan Slager
Name: Jonathan Slager

SF Intentional Irrevocable Trust dated December 30, 2019

By: /s/ Jonathan Slager
Name: Jonathan Slager
Title: Trustee

J.P. Slager, LLC

By: /s/ Jonathan Slager
Name: Jonathan Slager
Title: Manager

/s/ Adam O’Farrell
Name: Adam O’Farrell

Adam B. O’Farrell and Tracy K. O’Farrell Trust dtd May 9, 2019

By: /s/ Adam O’Farrell
Name: Adam O’Farrell
Title: Trustee

/s/ Dean Allara
Name: Dean Allara


CUSIP No. 10806B100			13D			Page 15 of 15 pages

SCHEDULE A

The name, present principal occupation or employment, business address and citizenship of each of the executive officers and managing members of FLM Holdings, LLC, FLM Management LLC and J.P. Slager, LLC are set forth below.

FLM Holdings, LLC

Name

Present Principle Occupation or Employment

Principal Business Address

Citizenship

Robert Morse

Executive Chairman, Bridge Investment Group Holdings Inc.

111 East Sego Lily Drive, Suite 400, Salt Lake City, Utah 84070

USA

FLM Management LLC

Name

Present Principle Occupation or Employment

Principal Business Address

Citizenship

Robert Morse

Executive Chairman, Bridge Investment Group Holdings Inc.

111 East Sego Lily Drive, Suite 400, Salt Lake City, Utah 84070

USA

J.P. Slager, LLC

Name

Present Principle Occupation or Employment

Principal Business Address

Citizenship

Jonathan Slager

Chief Executive Officer, Bridge Investment Group Inc.

111 East Sego Lily Drive, Suite 400, Salt Lake City, Utah 84070

USA

Sec Form 13D Filing - Bridge Investment Group Holdings Inc. (BRDG) filing for BRIDGE INVT GROUP HLDGS INC CO (BRDG) - 2023-07-05