0001085146-15-001927.txt : 20150908 0001085146-15-001927.hdr.sgml : 20150907 20150908064926 ACCESSION NUMBER: 0001085146-15-001927 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150908 DATE AS OF CHANGE: 20150908 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Armada Hoffler Properties, Inc. CENTRAL INDEX KEY: 0001569187 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 461214914 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87605 FILM NUMBER: 151095409 BUSINESS ADDRESS: STREET 1: 222 CENTRAL PARK AVENUE STREET 2: SUITE 2100 CITY: VIRGINIA BEACH STATE: VA ZIP: 23462 BUSINESS PHONE: 757-366-4000 MAIL ADDRESS: STREET 1: 222 CENTRAL PARK AVENUE STREET 2: SUITE 2100 CITY: VIRGINIA BEACH STATE: VA ZIP: 23462 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Forward Management, LLC CENTRAL INDEX KEY: 0001385864 IRS NUMBER: 943310130 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 101 CALIFORNIA STREET, 16TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-869-6300 MAIL ADDRESS: STREET 1: 101 CALIFORNIA STREET, 16TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 SC 13G/A 1 ahha1_90415.htm FORWARD MANAGEMENT, LLC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934 (Amendment No. 1)*

Armada Hoffler Properties, Inc. (Name of Issuer)

Real Estate Investment Trust (Title of Class of Securities)

04208T108 (CUSIP Number)

August 31, 2015 (Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[X] Rule 13d-1(b) [   ] Rule 13d-1(c) [   ] Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see Instructions).

CUSIP No.: 04208T108
1 NAME OF REPORTING PERSON Forward Management, LLC I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) 94-3310130
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  [   ] (b)  [   ]
3 SEC USE ONLY 
4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER 907,399
6 SHARED VOTING POWER
7 SOLE DISPOSITIVE POWER 907,399
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 907,399
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES []
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.51%
12 TYPE OF REPORTING PERSON IA
CUSIP No.: 04208T108
1 NAME OF REPORTING PERSON Forward Select Income Fund I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) 31-1761322
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  [   ] (b)  [   ]
3 SEC USE ONLY 
4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER 749,624
6 SHARED VOTING POWER
7 SOLE DISPOSITIVE POWER 749,624
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 749,624
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES []
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.9%
12 TYPE OF REPORTING PERSON IV
CUSIP No.: 04208T108
ITEM 1(a). NAME OF ISSUER:
Armada Hoffler Properties, Inc.
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
222 Central Park Avenue, Suite 2100Virginia Beach, VA 23462
ITEM 2(a). NAME OF PERSON FILING:
Forward Management, LLCForward Select Income Fund
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
101 California Street, Suite 1600San Francisco, CA 94111
ITEM 2(c). CITIZENSHIP:
Forward Management, LLC - DelawareForward Select Income Fund - Delaware
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Real Estate Investment Trust
ITEM 2(e). CUSIP NUMBER:
04208T108
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTION 240.13d-1(b), or 13d-2(b) or (c) CHECK WHETHER THE PERSON FILING IS A:
(a) [   ]  Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78c);
(b) [   ]  Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
(c) [   ]  Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
(d) [X]  Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
(e) [X]  An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
(f) [   ]  An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F);
(g) [   ]  A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G);
(h) [   ]  A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [   ]  A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) [   ]  A non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J);
(k) [   ]  Group, in accordance with 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with 240.13d1(b)(1)(ii)(J), please specify the type of institution:
ITEM 4. OWNERSHIP:
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
907,399
(b) Percent of class:
3.51%
(c) Number of shares as to which the person has:
(i)   Sole power to vote or to direct the vote:
Forward Management, LLC - 907,399Forward Select Income Fund - 749,624
(ii)  Shared power to vote or to direct the vote:
(iii) Sole power to dispose or to direct the disposition of:
Forward Management, LLC - 907,399Forward Select Income Fund - 749,624
(iv) Shared power to dispose or to direct the disposition of:
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
 
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
 
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
 
ITEM 9. NOTICE OF DISSOLUTION OF GROUP:
 
ITEM 10. CERTIFICATION:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
September 04, 2015
Date
Forward Management, LLC
/s/ Robert S. Naka
Signature
Robert S. Naka, Chief Operating Officer
Name/Title
September 04, 2015
Date
Forward Select Income Fund
/s/ Judith M. Rosenberg
Signature
Judith M. Rosenberg, Chief Compliance Officer
Name/Title
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
CUSIP No.: 04208T108
Joint Filing Agreement Pursuant to Rule 13d-1This agreement is made pursuant to Rule 13d-l(k)(1) under the Securities and Exchange Act of 1934, as amended (the Act) by and among the parties listed below, each referenced to herein as a Joint Filer. The Joint Filers agree that a statement of beneficial ownership as required by Sections 13(g) or 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13G or Schedule 13D, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1.Date: November 21, 2011Forward Management, LLCBy: /s/ Robert S. Naka Name: Robert S. NakaTitle: Managing Director, OperationsForward Select Income FundBy: /s/ Judith M. Rosenberg Name: Judith M. RosenbergTitle: Chief Compliance Officer