FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * Carroll Michael A   2. Issuer Name and Ticker or Trading Symbol Brixmor Property Group Inc. [BRX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O BRIXMOR PROPERTY GROUP INC., 420 LEXINGTON AVENUE 3. Date of Earliest Transaction (Month/Day/Year) 06/30/2014 (Street) NEW YORK, NY 10170 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 Common Stock 06/30/2014   C   38,679 A (1) 737,312 (2) D

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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

Common stock of BPG Subsidiary Inc.

(3)

(3)

(3)

Common Stock

225,608

225,608

D

Common units of Brixmor Operating Partnership LP

(1)

(1)

(1)

Common Stock

47,988

47,988

D

Common units of Brixmor Operating Partnership LP

(1)

06/30/2014

C

38,679

(1)

(1)

Common Stock

38,679

(1)

0

I

See Footnote (4)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Carroll Michael A C/O BRIXMOR PROPERTY GROUP INC. 420 LEXINGTON AVENUE NEW YORK, NY 10170	X		Chief Executive Officer

Signatures

By: /s/ Steven F. Siegel, by power of attorney, Name: Steven F. Siegel, Title: Executive Vice President, General Counsel and Secretary		07/07/2014
**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)	Pursuant to the terms of the agreement of limited partnership of Brixmor Operating Partnership LP, and subject to certain requirements and restrictions, 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, from and after the first anniversary date of the closing of the Issuer's initial public offering.
(2)	Includes shares of restricted stock.
(3)	Pursuant to the terms of an exchange agreement, and subject to certain requirements and restrictions, shares of common stock of BPG Subsidiary Inc. are exchangeable for shares of common stock of Brixmor Property Group Inc. (the "Issuer"), on a one-for-one basis, or, at the option of the Issuer, cash, from and after the first anniversary date of the closing of the Issuer's initial public offering.
(4)	Reflects 38,679 common units of Brixmor Operating Partnership LP held through intermediate investment vehicles.

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