Amendment: Director Kirk A Russell disposed of 93,000 shares, decreasing direct ownership by 83% to 19,430 units (SEC Form 4)
$AHH
Real Estate
Finance
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Armada Hoffler Properties, Inc. [ AHH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/10/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 12/19/2024 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | 12/10/2024(1) | J(1)(2) | 93,000 | D | (2) | 19,430 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 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: 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 | (3)(4) | 12/10/2024(1) | J(2) | 93,000(1) | (3)(4) | (3)(4) | Common Stock | 93,000 | (2) | 1,235,394 | D | ||||
| Explanation of Responses: |
| 1. This Form 4/A amends the Form 4 filed by the reporting person on December 19, 2024 (the "Original Form 4") to correct the transaction date and transaction code for the disposition reported on Table I therein (the "Table I Transaction") , as well as include the corresponding acquisition on Table II and a footnote in Table I and Table II explaining the nature of the transactions. The transaction date of the Table I Transaction, which was December 10, 2025, was inadvertently reported as December 17, 2025, and the transaction code was inadvertently reported as code G. Table II of this Form 4/A includes a disposition dated December 10, 2025 that was inadvertently excluded from the Original Form 4. |
| 2. Represents an exchange by the reporting person of 93,000 shares of common stock of Armada Hoffler Properties, Inc. (the "Company") for 93,000 Class A common units of limited partnership interest ("Common Units") in Armada Hoffler, L.P. (the "Operating Partnership"), the operating partnership of the Company, and of which the Company is the general partner, with The A. Russell Kirk Irrevocable Children's Trust. |
| 3. Represents Common Units in the Operating Partnership. All Common Units reflected in this report were issued more than one year prior to the date hereof and, therefore, may be tendered for redemption by the holder. |
| 4. 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: |
| /s/ Matthew T. Barnes-Smith, Attorney-in-Fact for A. Russell Kirk | 02/10/2025 | |
| ** 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 Number. | ||