8-K 1 e00073_aiii-8k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT Pursuant

to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

 

Date of Report (Date of earliest event reported): February 11, 2015

 

ACRE REALTY INVESTORS INC.

(Exact name of registrant as specified in its charter)

 

Georgia

(State or Other Jurisdiction of Incorporation)

 

001-13183 58-2122873
(Commission File Number) (IRS Employer Identification No.)

 

c/o Avenue Capital Group  
399 Park Avenue, 6th Floor  
New York, New York 10022
(Address of Principal Executive Offices) (Zip Code)

 

212-878-3504

(Registrant’s Telephone Number, Including Area Code)

 

 

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
  o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     
  o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
  o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
 

Item 7.01 Regulation FD Disclosure.

 

On February 11, 2015, the Company mailed a letter to holders (“unitholders”) of the units of limited partnership interests (“OP units”) in ACRE Realty LP, the Company’s operating partnership (the “Partnership”) advising the unitholders of when the shelf registration statement on Form S-3 (Registration No. 333-82453) pursuant to which the Company registered shares of the Company’s common stock, par value $0.01 per share, issuable to unitholders upon redemption of their OP units (the “S-3 Registration Statement”) would be available for use in connection with OP unit redemption requests under the Partnership’s agreement of limited partnership. A copy of the letter is included as an exhibit to this Current Report on Form 8-K and is incorporated by reference herein.

 

The information in Item 7.01 of this Current Report on Form 8-K shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section. Furthermore, the information in Item 7.01 of this Current Report on Form 8-K shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended.

 

Item 9.01  Financial Statements and Exhibits.

 

(d)  Exhibits

 

Exhibit No.   Exhibit
   
99.1 Letter to Limited Partners of ACRE Realty LP dated February 11, 2015.  

 

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Signatures

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

  ACRE REALTY INVESTORS INC.
       
       
Dated:  February 11, 2015 By:     /s/ Gregory I. Simon  
    Gregory I. Simon  
    Executive Vice President, General Counsel and Secretary  

 

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