SEC Form 4 · accession 0001552781-15-000311
ACRE REALTY INVESTORS INC · AIII
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Charles S Roberts
Director · 10% Owner
Period of report
Mar 10, 2015
Accepted (ET)
Mar 12, 2015 · 4:52 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001011109
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $.01 per shareF1,F2,F3 | Mar 10, 2015 | C | 2,236,171 | $0.00 | A | 4,286,719 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Units of LP InterestF4,F5 | $0.00 | Mar 10, 2015 | C | — | A | Mar 31, 1996 | Dec 31, 2045 | Common Stock | 2,236,171 | 0 | D |
Explanation of responses
- F1The issuer is the general partner of ACRE Realty LP. Units of limited partnership are redeemable either for a number of shares of the issuer's common stock (based on a conversion factor provided in the agreement of limited partnership of ACRE Realty LP) or at the issuer's election, for cash equal to the fair market value of the underlying shares. The issuer has adopted a policy of issuing shares in exchange for units.
- F2As part of Mr. Roberts long range estate and tax plan, he redeemed his limited partnership units for shares of common stock and as a result, Mr. Roberts' overall economic interest in the consolidated company remained the same before and after the transaction.
- F3Mr. Roberts' spouse owns 258,705 shares of common stock. Mr. Roberts disclaims beneficial ownership of those shares which are included in Column 5.
- F4The issuer is the general partner of ACRE Realty LP. Units of limited partnership are redeemable either for a number of shares of the issuer's common stock (based on a conversion factor provided in the agreement of limited partnership of ACRE Realty LP) or at the issuer's election, for cash equal to the fair market value of the underlying shares. The issuer has adopted a policy of issuing shares in exchange for units.
- F5The actual expiration date is 12/31/2093; however the EDGAR system will only allow a maximum expiration date 30 years in the future.