Matthew Barnes-Smith - Jun 20, 2023 Form 4 Insider Report for Armada Hoffler Properties, Inc. (AHH)

Role: CFO, Treasurer and Secretary
Signature: /s/ Matthew Barnes-Smith
Stock symbol: AHH
Transactions as of: Jun 20, 2023
Transactions value $: $0
Form type: 4
Date filed: 6/22/2023, 04:42 PM
Previous filing: May 11, 2023
Next filing: Mar 25, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	AHH	Common Stock	Award	$0	+8.98K	+159.87%	$0.00	14.6K	Jun 20, 2023	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	As a result of Armada Hoffler Properties, Inc. (the "Company") inadvertently issuing more shares of common stock than were available for issuance under the Armada Hoffler Properties, Inc. Amended and Restated 2013 Equity Incentive Plan (the "Plan"), on May 9, 2023, Mr. Barnes-Smith forfeited 8,975 restricted shares of common stock. As previously disclosed in Supplement No. 1 to the Company's Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on May 12, 2023, the Compensation Committee of the Board of Directors of the Company approved the issuance of 8,975 restricted shares of common stock to Mr. Barnes-Smith (the "Replacement Grant"), subject to the stockholders' approval of Amendment No. 1 to the Plan. The Company's stockholders approved Amendment No. 1 to the Plan on June 14, 2023. This transaction reflects the Replacement Grant.
F2	Represents a grant of restricted shares of common stock, one-third of which will vest on March 3, 2024, one-third of which will vest on March 3, 2025, and one-third of which will vest on March 3, 2026, subject to the executive's continued employment on such dates.

Content

As a result of Armada Hoffler Properties, Inc. (the "Company") inadvertently issuing more shares of common stock than were available for issuance under the Armada Hoffler Properties, Inc. Amended and Restated 2013 Equity Incentive Plan (the "Plan"), on May 9, 2023, Mr. Barnes-Smith forfeited 8,975 restricted shares of common stock. As previously disclosed in Supplement No. 1 to the Company's Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on May 12, 2023, the Compensation Committee of the Board of Directors of the Company approved the issuance of 8,975 restricted shares of common stock to Mr. Barnes-Smith (the "Replacement Grant"), subject to the stockholders' approval of Amendment No. 1 to the Plan. The Company's stockholders approved Amendment No. 1 to the Plan on June 14, 2023. This transaction reflects the Replacement Grant.

Represents a grant of restricted shares of common stock, one-third of which will vest on March 3, 2024, one-third of which will vest on March 3, 2025, and one-third of which will vest on March 3, 2026, subject to the executive's continued employment on such dates.