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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * KIRK A RUSSELL   2. Issuer Name and Ticker or Trading Symbol Armada Hoffler Properties, Inc. [AHH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O ARMADA HOFFLER PROPERTIES, INC, 222 CENTRAL PARK AVENUE, SUITE 2100 3. Date of Earliest Transaction (Month/Day/Year) 01/17/2014 (Street) VIRGINIA BEACH, VA 23462 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (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)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Common Units

(1)

01/17/2014

J(2)

66,111

01/17/2015

(1)

Common Stock

66,111

(2)

1,046,051

D

Common Units

(1)

05/13/2014

(1)

Common Stock

66,696

66,696

I

By Limited Liability Company (3)

Common Units

(1)

05/13/2014

(1)

Common Stock

41,150

41,150

I

By Limited Liability Company (4)

Common Units

(1)

05/13/2014

(1)

Common Stock

91

91

I

By Limited Partnership (5)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
KIRK A RUSSELL C/O ARMADA HOFFLER PROPERTIES, INC 222 CENTRAL PARK AVENUE, SUITE 2100 VIRGINIA BEACH, VA 23462	X

Signatures

Eric L. Smith, Attorney-in-Fact for A. Russell Kirk		01/21/2014
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Represents 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. 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.
(2)	The Common Units were received in exchange for assets contributed to the Operating Partnership on January 17, 2014, and were valued at $11.50 per Common Unit, which was the initial public offering price per share of the Company's common stock.
(3)	Represents Mr. Kirk's pecuniary interest in Common Units held by a limited liability company.
(4)	Represents Mr. Kirk's pecuniary interest in Common Units held by a limited liability company.
(5)	Represents Mr. Kirk's pecuniary interest in Common Units held by a limited partnership.

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