A. Russell Kirk - 31 Dec 2023 Form 5 Insider Report for Armada Hoffler Properties, Inc. (AHH)

Role: Director
Signature: /s/ Matthew T. Barnes-Smith, Attorney-in-Fact for A. Russell Kirk
Issuer symbol: AHH
Transactions as of: 31 Dec 2023
Net transactions value: $0
Form type: 5
Filing time: 09 Feb 2024, 16:39:49 UTC
Previous filing: 10 Oct 2023
Next filing: 13 Mar 2024
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	AHH	Common Stock						17,692	31 Dec 2023	Direct
holding	AHH	Common Stock						44,965	31 Dec 2023	By Spouse	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	AHH	Common Units	Gift	$0	-7,750	-0.67%	$0.000000	1,145,394	21 Dec 2023	Common Stock	7,750		Direct	F2, F3
transaction	AHH	Common Units	Gift	$0	-3,000	-0.26%	$0.000000	1,142,394	21 Dec 2023	Common Stock	3,000		Direct	F2, F3, F4
transaction	AHH	Common Units	Gift	$0	+3,000	+8.3%	$0.000000	39,347	21 Dec 2023	Common Stock	3,000		By Spouse	F1, F2, F3, F4
holding	AHH	Common Units						91	31 Dec 2023	Common Stock	91		By Limited Partnership	F2, F3, F5
holding	AHH	LTIP Units						4,645	31 Dec 2023	Common Stock	4,645		Direct	F3, F6

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

Explanation of Responses:

Id	Content
F1	The reporting person 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 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.
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. All Common Units in this report 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.
F4	This transaction involved a gift of securities by Mr. Kirk to his spouse.
F5	Represents Mr. Kirk's pecuniary interest in Common Units held by a limited partnership.
F6	Represents LTIP Units ("LTIP Units") in the Operating Partnership. 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 Common Units 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.