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SEC Response Letter

 HUNTON & WILLIAMS LLP

 RIVERFRONT PLAZA, EAST TOWER

 951 EAST BYRD STREET

RICHMOND, VIRGINIA 23219-4074

TEL         804 • 788 • 8200

 FAX        804 • 788 • 8218

 April 12, 2013

 VIA EDGAR

 Mr. Michael McTiernan

United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

RE:
Armada Hoffler Properties, Inc.

Registration Statement on Form S-11

 Filed March 26, 2013

 File No. 333-187513

Dear Mr. McTiernan:

 As counsel to Armada
Hoffler Properties, Inc., a Maryland corporation (the “Company”), we are transmitting for filing pursuant to the Securities Act of 1933, as amended (the “Securities Act”), Pre-Effective Amendment No. 1 (“Amendment
No. 1”) to the Company’s Registration Statement on Form S-11 (File No. 333-187513) (the “Registration Statement”), together with certain exhibits, and the Company’s responses to the comments of the Staff of the
Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in your letter dated April 5, 2013.

 For convenience of reference, each Staff comment contained in your April 5, 2013 comment letter is reprinted below in italics, numbered to correspond with the paragraph numbers assigned in your
letter, and is followed by the corresponding response of the Company.

 We have provided to each of you, Ms. Shannon Sobotka,
Mr. Robert Telewicz and Ms. Folake Ayoola a courtesy copy of this letter and two courtesy copies of the Amendment No. 1 filed by the Company on the date hereof, one copy of which has been marked to reflect changes made to the
Registration Statement filed with the Commission on March 26, 2013. The changes reflected in Amendment No. 1 have been made in response to the Staff’s comments and for the purpose of updating and revising certain information in the
Registration Statement. All page references in responses are to pages of the blacklined version of the Registration Statement. Capitalized terms used and not otherwise defined in this response letter that are defined in the Registration
Statement have the meanings set forth in the Registration Statement.

 Mr. Michael McTiernan

 April 12, 2013

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 Risk Factors, page 25

1.
We note that your lender has waived a financial covenant default on the Two Columbus loan until December 31, 2013. Please include a risk factor regarding this
loan or tell us why you do not believe it is material.

 RESPONSE: The Company has added a risk factor
on page 30 in response to the Staff’s comment.

 Dilution, page 70

2.
We note your response to comment 16. Please include the relative contribution disclosure of Item 506 of Regulation S-K based on the cash/book value of
contributions made in the formation transactions.

 RESPONSE: The Company has added the requested
disclosure on pages 71 and 72 in response to the Staff’s comment.

 Distribution Policy, page 72

3.
We note that you have assumed a historical retention rate for lease renewals in footnote 9. Please revise the last sentence of the first paragraph of this section
where it suggests you have assumed no lease renewals.

 RESPONSE: The Company has revised the
disclosure on page 62 in response to the Staff’s comment.

 Mr. Michael McTiernan

 April 12, 2013

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 3

4.
We note your responses to our prior comments ten and eleven. We are unable to agree with your conclusion that there is a reasonable basis to include your general
contracting and real estate services profit in your estimated cash available for distribution. Please revise your disclosure to remove your general contracting and real estate services operations from your calculation of cash available for
distribution.

 RESPONSE: The Company has revised the disclosure that shows its estimated initial cash
available for distribution for the year ending December 31, 2013 on pages 64 and 66 in response to the Staff’s comment. The Company and its counsel had a telephone conversation with the Staff regarding the new disclosure on April 10,
2013.

 Management’s Discussion and Analysis …, page 74

 Liquidity and Capital Resources, page 98

5.
We note your response to comment number twenty five. Please expand your disclosure to address the waiver obtained for the financial covenant default through
December 31, 2013 relating to your Two Columbus property.

 RESPONSE: The Company has added the
requested disclosure on page 100 in response to the Staff’s comment.

 Unaudited Pro Forma Financial Statements

For the Year Ended December 31, 2012

6.
We note your response to comment number twenty-nine. Please provide us with a more detailed analysis supporting your conclusion that all but two of the predecessor
entities were under the common control of Mr. Hoffler prior to and up until the completion of the common control transactions. In your response, please address the following:

•

 Please provide us with your analysis supporting the conclusions that Mr. Hoffler is the primary beneficiary for those VIEs that do not have
sufficient equity at risk and for those that do not meet the power criteria in ASC topic 810-10-15-14(b). In addressing those VIEs that do not meet the power criteria in ASC Topic 810-10-15-

 Mr. Michael McTiernan

 April 12, 2013

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 14(b) please include a detailed description of the voting interests of both
Mr. Hoffler and the other partners.

 RESPONSE: In response to the Staff’s comment, the Company has
provided below supplemental analyses supporting its conclusion that all but two of the predecessor entities were under the common control of Mr. Hoffler prior to and up until the completion of the common control transactions.

As described in the response to previous comment 29, the Company identified certain entities as VIEs either because they:

•

 do not have sufficient equity at risk based on the Company’s analysis of ASC 810-10-15-14(a); or

•

 do not meet the power criteria in ASC 810-10-15-14(b).

 Insufficient Equity At Risk

 For those VIEs that do not have
sufficient equity at risk, the Company concluded that no single party has both the power to direct the activities of the VIE that most significantly affect the VIEs’ economic performance and the right to receive benefits that could be
potentially significant to the VIE (hereafter, “power and benefits”), but rather that such power and benefits were held collectively by a related party group. The Company then considered which party within the related party group was most
closely associated with the VIE and thus its primary beneficiary. As described in further detail below, the Company concluded that Mr. Hoffler is the member of the related party group that is most closely associated with each VIE and is,
therefore, their primary beneficiary.

 The Company based its conclusions on the following analyses. In order to simplify this
discussion, the Company has classified its analyses into groups that have identical fact patterns. In order to maintain a certain level of confidentiality, the Company has refrained from specifically identifying legal entities or certain individuals
by name and has instead substituted generic identifiers in place of such names.

 Mr. Michael McTiernan

 April 12, 2013

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 Corporations A and B

As defined in their by-laws, Corporations A and B are managed under the direction of a board comprised of three directors. The by-laws
state that the board is responsible for managing the property, affairs and business of Corporations A and B and all of the powers of the Corporations shall be vested in such board. The following additional facts are relevant to the Company’s
analysis of these entities:

•

 power is shared among the three directors;

•

 directors of the board are elected at each annual meeting of shareholders;

•

 each equity share held represents one equal voting interest at the annual meeting of shareholders;

•

 directors are elected based on a plurality of the vote;

•

 each director is elected to serve a one-year term and may only be removed at a special meeting called expressly for that purpose by the vote of
shareholders holding a majority of the shares;

•

 currently, the board consists of Mr. Hoffler, Louis Haddad and Russell Kirk;

•

 Messrs. Haddad and Kirk are employed by and report directly to Mr. Hoffler;

•

 Mr. Hoffler owns 50% of the shares of both Corporations A and B, assuring that he cannot be removed as a director once elected;

•

 Mr. Haddad owns 20% of the shares of both Corporations A and B;

•

 Mr. Kirk owns 7% of the shares of both Corporations A and B; and

•

 employees of Mr. Hoffler own the remaining 23% of the shares of both Corporations A and B with no employee holding more than 10%.

 While Mr. Hoffler controls 50% of the voting rights for both Corporations A and B, he cannot unilaterally
elect a majority of the board of directors. As a result, no single party has both power and benefits.

 However, the related
party group comprised of the three directors and the employee shareholders has both power and benefits with respect to Corporations A and B. Messrs. Haddad and Kirk and the employee shareholders are considered de facto agents of Mr. Hoffler as
described in ASC 810-10-25-43 because they are employed by Mr. Hoffler.

 Based on the guidance in ASC 810-10-25-44, the Company
concluded that Mr. Hoffler is the member of the related party group most closely associated with Corporations A and B because Mr. Hoffler:

•

 was significantly involved in the design of Corporations A and B, which gave Mr. Hoffler the opportunity to establish arrangements that give him
the power to direct their most significant activities;

•

 is by far the largest individual shareholder of both entities and, therefore, the activities of the VIE impact Mr. Hoffler to a greater extent
than other members of the related party group because of his relative exposure to the variability associated with the anticipated economic performance of the VIE; and

•

 is the principal within the related party group with the remaining members being de facto agents as employees of Mr. Hoffler.

 Based on this analysis, the Company concluded that Mr. Hoffler is the primary beneficiary of
Corporations A and B.

 Corporation C

 Mr. Michael McTiernan

 April 12, 2013

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 Corporation C’s primary purpose is to serve as a cost center for Corporation A.
Corporation C generates an insignificant amount of annual revenue. As a result, Corporation A funds almost all of Corporation C’s operations. As defined in its by-laws, Corporation C is managed by a board comprised of two directors. The
property, affairs and business of Corporation C are managed under the direction of the board of directors and all of the powers of the Corporation shall be vested in such board. The following additional facts are relevant to the Company’s
analysis of Corporation C:

•

 power is shared between the two directors;

•

 directors of the board are elected at each annual meeting of shareholders;

•

 each share represents one equal voting interest at the annual meeting of shareholders;

•

 directors are elected based on a plurality of the vote;

•

 currently, the board consists of Messrs. Hoffler and Kirk;

•

 Mr. Hoffler owns 50% of the shares of Corporation C;

•

 Mr. Kirk owns 7% of the shares of Corporation C;

•

 employees of Mr. Hoffler own the remaining 43% of the shares of Corporation C with no employee holding more than 20%;

•

 as previously described, Corporation C receives virtually all of its financial support from Corporation A and not from its equity holders;

•

 Corporation A is a variable interest holder, but not an equity holder of Corporation C; and

•

 the equity holders of Corporation A are substantially the same as those of Corporation C.

While Mr. Hoffler controls 50% of the voting rights for Corporation C, he cannot unilaterally control the board of directors. As a result,
no single party has both power and benefits.

 However, the related party group comprised of the two directors, the employee
shareholders and Corporation A has both power and benefits with respect to Corporation C. Mr. Kirk and the employee shareholders are considered de facto agents of Mr. Hoffler as described in ASC 810-10-25-43 because they are employed by Mr. Hoffler.
Corporation A is considered a related party to Mr. Hoffler because the Company concluded he was the primary beneficiary of Corporation A.

 The Company concluded that Corporation A is the member of the related party group most closely associated with Corporation C because Corporation A provides virtually all of Corporation C’s financial
support and therefore has full exposure to the variability associated with Corporation C’s economic performance.

 Based on
this analysis, the Company concluded that the primary beneficiary of Corporation C is Corporation A. As previously described, the Company concluded that the primary beneficiary of Corporation A is Mr. Hoffler. As the primary beneficiary of the
entity (Corporation A) that is itself the primary beneficiary of Corporation C, the Company concluded that Mr. Hoffler ultimately controls Corporation C.

 VIE LLCs

 All of the remaining entities that the Company identified as VIEs
because of insufficient equity at risk are limited liability corporations (the “VIE LLCs”). The VIE LLCs share the following fact pattern:

•

 power is vested in the respective LLC managers through operating agreements;

•

 under the terms of the operating agreements, the managers have complete power and authority over the management and operation of the VIE LLCs’
assets and business including the ability to obtain additional financing secured by the VIE LLCs’ assets;

•

 Mr. Hoffler ultimately controls each of the respective LLC managers (based on the analysis set forth below in response to the last subpart of this
response);

•

 The group of variable interest holders is comprised of the LLC members, and Messrs. Hoffler, Haddad and Kirk as personal guarantors of the VIE
LLCs’ debt; and

•

 the LLC members consist of other employees of Corporations A, B and C, all of whom are employees of Mr. Hoffler, as well as third parties unrelated to
Mr. Hoffler, who hold minority interests.

 The Company concluded that no single party has both power and
benefits as the power is vested in the LLC managers through the operating agreement of each VIE LLC, but the right to receive benefits that could be potentially significant to the respective VIE LLCs lies with the LLC members.

However, the related party group comprised of the LLC managers, employee LLC members and Messrs. Hoffler, Haddad and Kirk has both power
and benefits with respect to the VIE LLCs. Messrs. Haddad and Kirk and the employee LLC members are considered de facto agents of Mr. Hoffler as described in ASC 810-10-25-43 because they are employed by Mr. Hoffler.

Based on the guidance in ASC 810-10-25-44, the Company concluded that Mr. Hoffler is the member of the related party group most closely
associated with each of the VIE LLCs because Mr. Hoffler:

•

 ultimately controls the LLC managers;

•

 was significantly involved in the design of each of the VIE LLCs, which gave Mr. Hoffler the opportunity to establish arrangements that give him the
power to direct their most significant activities;

•

 is impacted to a greater extent than other members of the related party group because of his relative exposure to the variability associated with the
anticipated economic performance of the VIE LLCs; and

•

 is the principal within the related party group with the LLC managers (whom Mr. Hoffler ultimately controls) and the employee LLC members being de
facto agents of Mr. Hoffler.

 Based on this analysis, the Company concluded that Mr. Hoffler is the primary
beneficiary of each of the VIE LLCs.

 Mr. Michael McTiernan

 April 12, 2013

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 Power Criteria

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