Armada Hoffler Properties, Inc. — Director's Dealing 2021

Feb 16, 2021

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: Armada Hoffler Properties, Inc. (AHH)
CIK: 0001569187
Period of Report: 2020-12-31

Reporting Person: KIRK A RUSSELL (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-12-22	Common Stock	G	19517	—	Disposed	23634	Direct
2020-12-22	Common Stock	G	4706	—	Acquired	33011	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-10-01	Common Units	$	A	19012	Acquired		Common Stock (19012.0)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Common Units	$		Common Stock (0.0)	36347	Indirect
Common Units	$		Common Stock (0.0)	91	Indirect

Footnotes

F1: This transaction includes a gift of 4,706 shares of common stock by the reporting person to his spouse.

F2: Mr. Kirk disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

F3: Represents Class A common units of limited partnership interest ("Common Units") in Armada Hoffler, L.P., the operating partnership (the "Operating Partnership") of Armada Hoffler Properties, Inc. (the "Company") and of which the Company is the general partner. The Common Units were issued to the reporting person as a result of his indirect interest in Edison Apartments, which the Operating Partnership acquired on October 1, 2020 for total consideration comprised of 633,734 Common Units and the assumption of debt and other liabilities. For purposes of the transaction, the Common Units were valued at $12.00 per Common Unit. 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.

F4: Represents Common Units in the Operating Partnership. 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. Such Common Units were issued more than one year prior to the date hereof and, therefore, may be tendered for redemption by the holder. Common Units have no expiration date.

F5: Represents Mr. Kirk's pecuniary interest in Common Units held by a limited partnership.