FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

O'Hara Michael P
2. Issuer Name and Ticker or Trading Symbol

Armada Hoffler Properties, Inc. [ AHH ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
CFO, Treasurer and Secretary
(Last)          (First)          (Middle)

C/O ARMADA HOFFLER PROPERTIES, INC., 222 CENTRAL PARK AVENUE, SUITE 2100
3. Date of Earliest Transaction (MM/DD/YYYY)

3/3/2022
(Street)

VIRGINIA BEACH, VA 23462
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 3/3/2022  A  27721 (1)A$0 134763 D  
Common Stock 3/3/2022  F  8710 (2)D$14.86 126053 D  
6.75% Series A Preferred Stock         8900 D  
6.75% Series A Preferred Stock         500 I By Spouse (3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Common Units  (4)           (4) (4)Common Stock 122407.0  122407 D  

Explanation of Responses:
(1) Represents a grant of restricted shares of common stock, 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.
(2) Reflects shares of common stock surrendered to the Issuer to satisfy tax withholding obligations in connection with the vesting of restricted shares of common stock.
(3) Shares of preferred stock are held directly by reporting person's spouse. The reporting person disclaims beneficial ownership of such shares, and this report shall not be deemed an admission that the reporting person was the beneficial owner of the shares for purposes of Section 16 or for any other purposes.
(4) Represents Class A common units of limited partnership interest ("Common Units") in Armada Hoffler, L.P., the operating partnership of Armada Hoffler Properties, Inc. (the "Company") and of which the Company is the general partner. 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
O'Hara Michael P
C/O ARMADA HOFFLER PROPERTIES, INC.
222 CENTRAL PARK AVENUE, SUITE 2100
VIRGINIA BEACH, VA 23462


CFO, Treasurer and Secretary

Signatures
Michael P. O'Hara3/7/2022
**Signature of Reporting PersonDate


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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