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)

375 NORTHRIDGE ROAD

SUITE 330

(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)
12/30/2014

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	12/30/2014		J⁽¹⁾⁽²⁾		702,276	D	$0⁽¹⁾	2,050,548	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 L.P. Interest⁽¹⁾	$0	12/30/2014		J⁽²⁾		426,397		⁽⁴⁾	12/31/2044⁽⁵⁾	Common Stock	702,276	$0	1,357,726	D

Explanation of Responses:

1. The issuer is the general partner of Roberts Properties Residential, L.P. In accordance with an unregistered private securities offering of units of limited partnership interest of Roberts Properties Residential, L.P. and as part of his long range estate and tax plan, Mr. Roberts contributed these shares to Roberts Properties Residential, L.P. Mr. Roberts received 426,397 units of limited partnership interest in Roberts Properties Residential, L.P., as a result. Mr. Roberts' overall economic interest in the consolidated company remained the same before and after the transaction.

2. The issuer is the general partner of Roberts Properties Residential, L.P., and Mr. Roberts contributed shares of the issuer to Roberts Properties Residential, L.P. and received units of limited partnership interest in Roberts Properties Residential, L.P.

3. Mr. Roberts' spouse owns 258,705 shares. Mr. Roberts disclaims beneficial ownership of those shares, which are included in column 5.

4. 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. As explained on page 9 of the issuer's Annual Report on Form 10-K, redemption is subject to certain conditions.

5. The actual expiration date is 12/31/2093; however, the Edgar System will only allow a maximum expiration date 30 years in the future.

	Charles S. Roberts	12/31/2014
	** 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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