Shawn J. Tibbetts - Mar 11, 2024 Form 4 Insider Report for Armada Hoffler Properties, Inc. (AHH)

Role: President and COO
Signature: /s/ Matthew T. Barnes Smith, as Attorney-in-Fact for Shawn J. Tibbetts
Stock symbol: AHH
Transactions as of: Mar 11, 2024
Transactions value $: $0
Form type: 4
Date filed: 3/13/2024, 05:16 PM
Previous filing: Mar 25, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	AHH	Common Stock						75.2K	Mar 11, 2024	Direct

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	LTIP Units	Award	$0	+68.9K		$0.00	68.9K	Mar 11, 2024	Common Stock	68.9K		Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	Represents LTIP Units ("LTIP Units") in Armada Hoffler, L.P. (the "Partnership"), the operating partnership of Armada Hoffler Properties, Inc. (the "Company"). Under the limited partnership agreement of the Partnership (the "OP Agreement") and subject to conditions set forth in the OP Agreement, upon vesting of LTIP Units, LTIP Units are convertible into Class A common units of limited partnership interest ("Common Units") in the Partnership at the holder's option. Under the LTIP Unit award agreement, 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. 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. Neither LTIP Units nor Common Units have an expiration date.
F2	Represents a grant of unvested LTIP Units, 40% of which vested on the grant date, 20% of which will vest on the first anniversary of the grant date, 20% of which will vest on the second anniversary of the grant date and 20% of which will vest on the third anniversary of the grant date, subject to the executive's continued employment on such dates.

Content

Represents LTIP Units ("LTIP Units") in Armada Hoffler, L.P. (the "Partnership"), the operating partnership of Armada Hoffler Properties, Inc. (the "Company"). Under the limited partnership agreement of the Partnership (the "OP Agreement") and subject to conditions set forth in the OP Agreement, upon vesting of LTIP Units, LTIP Units are convertible into Class A common units of limited partnership interest ("Common Units") in the Partnership at the holder's option. Under the LTIP Unit award agreement, 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. 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. Neither LTIP Units nor Common Units have an expiration date.

Represents a grant of unvested LTIP Units, 40% of which vested on the grant date, 20% of which will vest on the first anniversary of the grant date, 20% of which will vest on the second anniversary of the grant date and 20% of which will vest on the third anniversary of the grant date, subject to the executive's continued employment on such dates.