Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  PAPPAGALLO MICHAEL V
2. Date of Event Requiring Statement (Month/Day/Year)
10/30/2013
3. Issuer Name and Ticker or Trading Symbol
Brixmor Property Group Inc. [BRX]
(Last)
(First)
(Middle)
C/O BRIXMOR PROPERTY GROUP INC., 420 LEXINGTON AVENUE
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
See Remarks
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10170
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 265,693 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Common stock of BPG Subsidiary Inc.   (2)   (2) Common stock 85,526 $ (2) D  
Common units of Brixmor Operating Partnership LP   (3)   (3) Common stock 22,878 $ (3) D  
Common units of Brixmor Operating Partnership LP   (3)   (3) Common stock 13,647 $ (3) I See Footnote (4)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
PAPPAGALLO MICHAEL V
C/O BRIXMOR PROPERTY GROUP INC.
420 LEXINGTON AVENUE
NEW YORK, NY 10170
      See Remarks  

Signatures

/s/ Steven F. Siegel, by power of attorney 10/30/2013
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Includes shares of restricted stock.
(2) 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 offering.
(3) 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 offering.
(4) Reflects 13,647 common units of Brixmor Operating Partnership LP held through intermediate investment vehicles.
 
Remarks:
President and Chief Financial Officer

The Reporting Person states that this filing shall not be deemed to be an admission that the Reporting Person is the beneficial owner of any of securities reported as indirectly held, and disclaims beneficial ownership of such securities, except to the extent of such Reporting Person's pecuniary interest in such securities.

Exhibit List: Exhibit 24 - Power of Attorney

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