SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ROBERTS CHARLES S

(Last)

(First)

(Middle)

450 NORTHRIDGE PARKWAY

SUITE 300

(Street)

ATLANTA

30350

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ROBERTS REALTY INVESTORS INC [ RPI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman, CEO, President

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2012

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/01/2012		C		217,410⁽¹⁾	A	$0	3,445,914	D
Common Stock	10/01/2012		G	V	108,705⁽²⁾	D	$0	3,445,914	D⁽²⁾
Common Stock	10/01/2012		G	V	108,705⁽³⁾	D	$0	3,337,209	D⁽³⁾

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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Units of Limited Partnership Interest⁽⁴⁾	$0	10/01/2012	10/01/2012	C⁽⁵⁾			132,000	⁽⁵⁾	12/31/2042	Common Stock	217,410	$0	576,512	D

Explanation of Responses:

1. Mr. Charles S. Roberts, Chairman, President and Chief Executive Officer of the issuer has started to implement his long range estate plan and has also evaluated the ramifications of proposed tax law changes by Congress on his operating partnership units. Given the length of time necessary to fully implement and accomplish his estate and income tax planning objectives, he decided to convert a limited portion of his units for shares. Mr. Roberts directly owns a total of 3,228,504 shares, or 30.3 percent, of the issuers outstanding shares. He also owns operating partnership units that are exchangeable for an additional 949,510 shares. The 217,410 shares that were gifted represent only 4.9 percent of his total holdings.

2. As part of Mr. Roberts long range estate plan, he gifted 108,705 of the shares he received from his conversion of units to his wife, to which shares Mr. Roberts disclaims beneficial ownership.

3. As part of Mr. Roberts long range estate plan, he gifted 108,705 of the shares he received from his conversion of units to his adult daughter.

4. The issuer is the general partner of Roberts Properties Residential, L.P. and the units being redeemed are units of limited partnership interest of Roberts Properties Residential, L.P.

5. Units 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 Roberts Properties Residential, L.P., of which the issuer is the general partner), 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.

	/s/ Charles S. Roberts	10/03/2012
	** Signature of Reporting Person	Date
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).
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