09/17/2025 | Press release | Distributed by Public on 09/17/2025 15:48
FORM 4
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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 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) |
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 | 4,645 | 4,645 | D | ||||||||
Time-Based LTIP Units | (3)(4) | (3)(4) | (3)(4) | Common Stock | 12,919 | 12,919 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Carroll James A C/O ARMADA HOFFLER PROPERTIES, INC. 222 CENTRAL PARK AVENUE, SUITE 1000 VIRGINIA BEACH, VA 23462 |
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/s/ Matthew T. Barnes-Smith, as Attorney-in-Fact for James A. Carroll | 09/17/2025 | |
**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) | These shares were issued to the director in lieu of a portion of his cash retainer. |
(2) | Represents common units of limited partnership interest ("Common Units") in Armada Hoffler, L.P. (the "Operating Partnership"), the operating partnership of the Armada Hoffler Properties, Inc. (the "Company"), and of which the Company is the general partner. All Common Units reflected in this report 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 Time-Based LTIP Units in the Operating Partnership ("Time-Based LTIP Units"). Under the agreement of limited partnership of the Operating Partnership (the "OP Agreement") and subject to conditions set forth in the OP Agreement, following the date on which the Time-Based LTIP Units vest, Time-Based LTIP Units are convertible into Common Units, at the holder's option. Under the award agreement pursuant to which the Time-Based LTIP Units were granted to the reporting person, except in connection with a Change of Control (as defined in the OP Agreement), the Time-Based LTIP Units may not be converted to Common Units until two years following the date of grant. Time-Based LTIP Units have no expiration date. |