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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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| 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) | ||
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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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Common Units | (2) (3) | (2)(3) | (2)(3) | Common Stock | 255,124 | 255,124 | D | ||||||||
| LTIP Units | (3) (4) | (3)(4) | (3)(4) | Common Stock | 30,864 | 30,864 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Apperson Eric E. C/O ARMADA HOFFLER PROPERTIES, INC. 222 CENTRAL PARK AVENUE, SUITE 2100 VIRGINIA BEACH, VA 23462 |
President of Construction | |||
| /s/ Matthew T. Barnes-Smith, Attorney-in-Fact for Eric E. Apperson | 05/20/2024 | |
| **Signature of Reporting Person | Date |
| * | 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) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.550 to $11.695, inclusive. The Reporting Person undertakes to provide to Armada Hoffler Properties, Inc. (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (1) to this Form 4. |
| (2) | Represents Class A common units of limited partnership interest ("Common Units") in Armada Hoffler, L.P. (the "Partnership"), the operating partnership of the Company. All Common Units in this report were issued more than one year prior to the date hereof and, therefore, may be tendered for redemption by the holder. |
| (3) | Each Common Unit is redeemable for cash equal to the then-current market value of one share of the Company's common stock or, at the election of the Company, one share of the Company's common stock. Common Units have no expiration date. |
| (4) | Represents LTIP Units ("LTIP Units") in the Partnership. Under the limited partnership agreement of the Partnership (the "OP Agreement") and subject to conditions set forth in the OP Agreement, upon vesting of LTIP Units, LTIP Units are convertible into Common Units at the holder's option. Under the LTIP Unit award agreement, except in connection with a Change of Control (as defined in the OP Agreement), the LTIP Units may not be converted to Common Units until two years following the date of grant. LTIP Units have no expiration date. |