Armada Hoffler Properties, Inc. — Director's Dealing 2023

Jun 30, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Armada Hoffler Properties, Inc. (AHH)
CIK: 0001569187
Period of Report: 2023-06-28

Reporting Person: KIRK A RUSSELL (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-06-28	LTIP Units	$	A	4645	Acquired		Common Stock (4645)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	17692	Direct
Common Stock	43403.667	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Common Units	$		Common Stock (1153144)	1153144	Direct
Common Units	$		Common Stock (36347)	36347	Indirect
Common Units	$		Common Stock (91)	91	Indirect

Footnotes

F1: 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.

F2: Represents LTIP Units ("LTIP 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. Under the limited partnership agreement of the Operating Partnership (the "OP Agreement") and subject to conditions set forth in the OP Agreement, following the date on which the LTIP Units vest, LTIP Units are convertible into Class A common units of limited partnership interest ("Common Units") in the Operating Partnership at the holder's option. Under the award agreement pursuant to which the LTIP Units were granted to the reporting person, 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.

F3: 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 a grant of unvested LTIP Units, all of which will vest on the date of the Company's 2024 Annual Meeting of Stockholders.

F5: Represents Common Units in the Operating Partnership.

F6: Represents Mr. Kirk's pecuniary interest in Common Units held by a limited partnership.