Statement of Changes in Beneficial Ownership (4)
07 März 2023 - 11:10PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Apperson Eric E. |
2. Issuer Name and Ticker or Trading Symbol
Armada Hoffler Properties, Inc.
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AHH
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President of Construction |
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(Last)
(First)
(Middle)
C/O ARMADA HOFFLER PROPERTIES, INC., 222 CENTRAL PARK AVENUE, SUITE 2100 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/7/2022 |
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(Street)
VIRGINIA BEACH, VA 23462
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 4/7/2022 | | P | | 710.826 (1) | A | $14.32 | 74120.826 | D | |
| Common Stock | 7/7/2022 | | P | | 787.798 (1) | A | $13.12 | 74908.624 | D | |
| Common Stock | 10/6/2022 | | P | | 1109.20 (1) | A | $10.60 | 76017.824 | D | |
| Common Stock | 1/5/2023 | | P | | 1013.95 (1) | A | $11.80 | 77031.774 | D | |
| Common Stock | 3/3/2023 | | A | | 20980 (2) | A | $0 | 98011.774 | D | |
| Common Stock | 3/3/2023 | | F | | 5319 (3) | D | $12.89 | 92692.774 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security
(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 Units | (4) | | | | | | | (4) | (4) | Common Stock | 225124.0 | | 225124 | D | |
| Explanation of Responses: |
| (1) | Shares purchased pursuant to a broker-sponsored dividend reinvestment program. |
| (2) | Represents a grant of restricted shares of common stock, 40% of which vested on the grant date, 20% of which will vest on the first anniversary of the grant date, 20% of which will vest on the second anniversary of the grant date and 20% of which will vest on the third anniversary of the grant date, subject to the executive's continued employment on such dates. |
| (3) | Reflects shares of common stock surrendered to the Issuer to satisfy tax withholding obligations in connection with the vesting of restricted shares of common stock. |
| (4) | Represents Class A common units of limited partnership interest ("Common Units") in Armada Hoffler, L.P., the operating partnership of Armada Hoffler Properties, Inc. (the "Company") and of which the Company is the general partner. Commencing one year from the date of issuance, 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. |
Remarks:
Exhibit List: Exhibit 24 - Power of Attorney |
Reporting Owners
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| 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 |
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| President of Construction |
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Signatures
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| /s/ Louis S. Haddad, as Attorney-in-Fact for Eric E. Apperson | | 3/7/2023 |
| **Signature of Reporting Person | Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * | 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). |
| Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
| 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. |
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