SecProbe.io

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 AH REALTY TRUST, INC.

 222 Central Park Avenue, Suite 1000

 Virginia Beach, VA 23462

 March 25, 2026

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate and Construction

 100 F Street, NE

 Washington, D.C. 20549

 Attn: Benjamin Holt

 Re:
 AH Realty Trust, Inc.

 Registration Statement on Form S-3

 Filed March 19, 2026

 File No. 333-294452

 Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, AH Realty Trust, Inc. (the "Registrant") hereby requests acceleration of
effectiveness of the registration statement on Form S-3 (File No. 333-294452) (the "Registration Statement"), to
4:05 p.m., Eastern Time, on March 27, 2026, or as soon as practicable thereafter.

 We understand that the Staff
will consider this request as confirmation by the Registrant of its awareness of its responsibilities under the federal securities laws
as they relate to the issuance of the securities covered by the Registration Statement. Once the Registration Statement has been declared
effective, please orally confirm that event with our counsel, Morrison & Foerster LLP, by calling Justin Salon at (202) 887-8785.

 Very truly yours,

 AH Realty Trust, Inc.

 /s/ Shawn J. Tibbetts

 Name: Shawn J. Tibbetts

 Title: Chief Executive Officer

 cc:
 Matthew Barnes-Smith, Chief Financial Officer

 AH Realty Trust

 Justin R. Salon

 Andrew P. Campbell

 Morrison & Foerster LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 24, 2026

Shawn J. Tibbetts
Chief Executive Officer and President
AH Realty Trust, Inc.
222 Central Park Avenue, Suite 1000
Virginia Beach, VA 23462

 Re: AH Realty Trust, Inc.
 Registration Statement on Form S-3
 Filed March 19, 2026
 File No. 333-294452
Dear Shawn J. Tibbetts:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Benjamin Holt at 202-551-6614 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Andrew P. Campbell
</TEXT>
</DOCUMENT>

July 26, 2019
Michael P. O’Hara
Chief Financial Officer
Armada Hoffler Properties, Inc.
222 Central Park Avenue, Suite 2100
Virginia Beach, VA 23462
Re:Armada Hoffler Properties, Inc.
Form 10-K for the year ended December 31, 2018
Filed February 28, 2019
File No. 001-35908
Dear Mr. O’Hara:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Real Estate and
Commodities

CORRESP
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		Document

July 3, 2019

VIA EDGAR

Mr. Jorge Bonilla

Ms. Jennifer Monick

Office of Real Estate and Commodities

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, NE, Mail Stop 3561

Washington, DC 20549

RE:      Armada Hoffler Properties, Inc.

Form 10-K for the year ended December 31, 2018

Filed February 28, 2019

File No. 001-35908

Dear Mr. Bonilla and Ms. Monick:

This letter is being furnished in response to the comments of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in the Commission’s letter dated June 25, 2019 to Michael P. O’Hara, Chief Financial Officer of Armada Hoffler Properties, Inc. (the “Company”) with respect to the Company’s Form 10-K filed on February 28, 2019 (the “2018 Form 10-K”).

For ease of reference, the Staff’s comment is reproduced below in bold and is followed by the Company’s response. Capitalized terms used herein but not otherwise defined have the meanings given to them in the 2018 Form 10-K.

Form 10-K for the year ended December 31, 2018

Notes to Consolidated Financial Statements

6. Notes Receivable

The Residences at Annapolis Junction, page F-26

1.

 Please tell us the authoritative accounting literature management relied upon to account for the Option sale proceeds as a loan discount that will be recognized as interest income over the term of the loan.

Company Response:

The Company’s management relied upon the authoritative accounting literature in Accounting Standards Codification (“ASC”) 310-10—Receivables and ASC 835-30—Imputation of Interest in its determination of the accounting for the Option sale proceeds.

The Company’s original mezzanine loan agreement with the borrower included purchase options for the Company to purchase up to an 88% controlling interest in the entity that owns the development project (“Purchase Options”) one year following completion of the project. On November 16, 2018, AJAO refinanced the senior construction loan, and the Company and AJAO amended the mezzanine loan agreement whereby, in exchange for a $5 million fee paid by AJAO upon execution of the amended mezzanine loan agreement, the Company extended the loan by one year and removed the Purchase Options.

ASC 310-10-25-10 indicates the Company should refer to ASC 835-30 “for guidance on the imputation of interest for receivables that represent contractual rights to receive money or contractual obligations to pay money on fixed or determinable dates, whether or not there is any stated provision for interest.” Paragraphs 2 and 3 of ASC 835-30-35 indicate that any “difference between the present value and the face amount [of the note] shall be treated as discount or premium and amortized as interest expense or income over the life of the note…This is the interest method.” The $5 million Option sale proceeds for the relinquishment of the purchase options and extension of the note reduced the present value of the note receivable, which resulted in a difference between the present value and the face amount of the note. In accordance with the guidance discussed above, this amount is being recognized as additional interest income over the remaining life of the note.

Additionally, management notes that if the Company had treated the transaction as an origination of a new loan, the $5 million fee would still be recognized over the life of the loan using the interest method. The transaction did not represent a troubled

debt restructuring as discussed in ASC 310-40. ASC 310-20-25-2 indicates the Company should defer loan origination fees.  Furthermore ASC 310-20-35-2 states that “loan origination fees deferred in accordance with paragraph 310-20-25-2 shall be recognized over the life of the loan as an adjustment of yield (interest income).” The $5 million was received in exchange for amending the mezzanine loan agreement as described above. The fee would be treated as an origination fee because the modification did not constitute a TDR as noted above.

In connection with this response, the Company acknowledges that the Company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of any action by the Staff.

If you need any additional information, or if we can be of any further assistance, please do not hesitate to contact me at (757) 366-6684.

 Sincerely,

 /s/ Michael P. O’Hara

 Michael P. O’Hara

 Chief Financial Officer, Treasurer and Secretary

 (Principal Accounting and Financial Officer)

June 25, 2019
Michael P. O’Hara
Chief Financial Officer
Armada Hoffler Properties, Inc.
222 Central Park Avenue, Suite 2100
Virginia Beach, VA 23462
Re:Armada Hoffler Properties, Inc.
Form 10-K for the year ended December 31, 2018
Filed February 28, 2019
File No. 001-35908
Dear Mr. O’Hara:
            We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comments, we may have additional comments.
Form 10-K for the year ended December 31, 2018
Notes to Consolidated Financial Statements
6. Notes Receivable
The Residences at Annapolis Junction, page F-26
1.Please tell us the authoritative accounting literature management relied upon to account
for the Option sale proceeds as a loan discount that will be recognized as interest income
over the term of the loan.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Jorge Bonilla, Staff Accountant at 202-551-3414 or Jennifer Monick,
Assistant Chief Accountant, at 202-551-3295 if you have questions regarding comments on the
financial statements and related matters.

 FirstName LastNameMichael P. O’Hara
 Comapany NameArmada Hoffler Properties, Inc.
 June 25, 2019 Page 2
 FirstName LastName
Michael P. O’Hara
Armada Hoffler Properties, Inc.
June 25, 2019
Page 2
Sincerely,
Division of Corporation Finance
Office of Real Estate and
Commodities

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ARMADA HOFFLER PROPERTIES, INC.

222 Central Park Avenue, Suite 2100

Virginia Beach, VA 23462

May 4, 2017

VIA EDGAR

Ms. Stacie D. Gorman

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:                             Armada Hoffler Properties, Inc.

Registration Statement on Form S-3 (File No. 333-216795)

Dear Ms. Gorman:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Armada Hoffler Properties, Inc. (the “Registrant”) hereby requests acceleration of effectiveness of its registration statement on Form S-3 (File No. 333-216795) to 4:15 p.m., Eastern Time, on May 5, 2017 or as soon as practicable thereafter.

The Registrant requests that it be notified of such effectiveness by a telephone call to Justin R. Salon at (202) 887-8785.

Very truly yours,

Armada Hoffler Properties, Inc.

By:

/s/ Louis S. Haddad

Name:

Louis S. Haddad

Title:

President and Chief Executive Officer

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ARMADA HOFFLER PROPERTIES, INC.

222 Central Park Avenue, Suite 2100

Virginia Beach, Virginia 23462

October 26, 2016

VIA EDGAR

Ms. Stacie D. Gorman

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:

Armada Hoffler   Properties, Inc.

Registration Statement on   Form S-3 (File No. 333-214176)

Dear Ms. Gorman:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Armada Hoffler Properties, Inc. (the “Registrant”) hereby requests acceleration of effectiveness of its registration statement on Form S-3 (File No. 333-214176) to 4:05 p.m., Eastern Time, on October 28, 2016 or as soon as practicable thereafter.

The Registrant requests that it be notified of such effectiveness by a telephone call to Justin R. Salon at (202) 887-8785.

Very truly yours,

Armada Hoffler Properties, Inc.

By:

/s/ Louis S. Haddad

Name:

Louis S. Haddad

Title:

President and Chief Executive Officer

Mail Stop 3233
October 25, 2016

Via E -mail
Eric Smith
Chief Investment Officer and Secretary
Armada Hoffler Properties,  Inc.
222 Central Park Avenue, Suite  2100
Virginia Beach, Virginia 23462

Re: Armada Hoffler Properties,  Inc.
  Registration Statement on Form S-3
Filed  October 19, 2016
  File No.  333-214176

Dear Mr. Smith :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please  contact me at (202)551 -3585 with any questions.

Sincerely,

 /s/ Stacie D. Gorman

 Stacie D. Gorman
Senior Counsel
Office of Real Estate and
Commodities

cc: Justin R. Salon, Esq.  (via e -mail)

Mailstop 3233
December  7, 2015

Via E -mail
Mr. Michael O’Hara
Chief Financial Officer
Armada Hoffler Properties, Inc.
222 Central Park Avenue, Suite 2100
Virginia Beach, VA 23462

Re: Armada Hoffler Properties, Inc.
 Form 10 -K for the fiscal year ended December 31, 2014
Filed March 16, 2015
File No. 001 -35908

Dear Mr. O’Hara:

We have completed our review of your filing s.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information  in the Securities Exchange Act of 1934 and all appli cable rules require.

Sincerely,

 /s/ Jennifer Monick

Jennifer Monick
Assistant Chief Accountant
Office of Real Estate and
Commodities

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Corresp

 Armada Hoffler Properties, Inc.

222 Central Park Avenue, Suite 2100

Virginia Beach, VA 23462

 Via EDGAR

 November 24, 2015

 Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Attention:

Jennifer Monick, Assistant Chief Accountant

Jeffrey Lewis, Staff Accountant

Re:

Armada Hoffler Properties, Inc.

Form 10-K for the fiscal year ended December 31, 2014

Filed March 16, 2015

File No. 001-35908

 Dear Ms. Monick and Mr. Lewis:

The purpose of this letter is to respond to the comments of the Staff of the Division of Corporation Finance (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) contained in the Staff’s letter dated November 16, 2015 with respect to the Armada Hoffler Properties, Inc. (the “Company”) Form 10-K filed on March 16, 2015
(the “2014 Form 10-K”).

 For convenience of reference, each comment contained in the Staff’s November 16, 2015
comment letter is reprinted below in italics, numbered to correspond with the paragraph numbers assigned in the Staff’s letter, and is followed by the corresponding response of the Company. All page numbers and captions in the responses below
refer to the 2014 Form 10-K, except as otherwise indicated. Capitalized terms used herein but not otherwise defined herein have the meanings given to them in the 2014 Form 10-K.

Financial Statements, page F-3

1.
Please tell us how you determined it was appropriate to combine your Predecessor with the Company for certain financial statements for the year ended December 31, 2013. Within your response, please reference the
authoritative accounting literature management relied upon.

 Response: The Company refers the Staff to the
disclosure on page F-9 in Note 1 to the consolidated and combined financial statements included in the 2014 Form 10-K, which describes the Company, its Predecessor and the Formation Transactions completed on May 13, 2013

 Armada Hoffler Properties, Inc.

November 24, 2015

 Page 2

in connection with the Company’s initial public offering. As disclosed in Note 1, the financial position and results of operations of the entities under common control of
Mr. Daniel A. Hoffler have been combined in the Predecessor financial statements for periods prior to the consummation of the Formation Transactions and the initial public offering on May 13, 2013. Pursuant to the Formation
Transactions, the Operating Partnership of the Company acquired 100% of the interests in the entities comprising the Predecessor. The Company accounted for the acquisition of interests in the combined entities of the Predecessor as transactions
among entities under common control. As a result, the acquisition of interests in each of the combined entities of the Predecessor was accounted for at the Predecessor’s historical cost basis.

Accounting Standards Codification (“ASC”) Topic 805-50-45-2 provides guidance on the presentation of financial statements for the
period in which a transaction between entities under common control occurs:

 The financial statements of the receiving entity shall report
results of operations for the period in which the transfer occurs as though the transfer of net assets or exchange of equity interests had occurred at the beginning of the period. Results of operations for that period will thus comprise those
of the previously separate entities combined from the beginning of the period to the date the transfer is completed and those of the combined operations from that date to the end of the period. [emphasis added] By eliminating the effects of
intra-entity transactions in determining the results of operations for the period before the combination, those results will be on substantially the same basis as the results of operations for the period after the date of the combination.

The Company also refers the Staff to Discussion Document D in the minutes and finalized discussion documents of the SEC Regulations Committee
meeting held on October 29, 2001, which describes predecessor and successor financial statements separated by a black line to emphasize a change in basis.

Based on the guidance in ASC 805-50-45-2 and because the Formation Transactions did not result in a change in basis of the combined entities of
the Predecessor, the Company determined that it was appropriate to combine the results of operations and cash flows of the Predecessor with those of the Company for the year ended December 31, 2013.

The Company believes that presenting the combined results of operations and cash flows of the Predecessor and the Company for the year ended
December 31, 2013 provides the most comprehensive, meaningful and useful presentation for investors and facilitates the most relevant comparison to the Company’s results of operations and cash flows for the year ended December 31,
2014. This manner of presentation is clearly disclosed to investors on page F-9 and is consistent with ASC 205-10-45-3, which states that prior-year figures shown for comparative purposes shall in fact be comparable with those shown for the most
recent period.

 Armada Hoffler Properties, Inc.

November 24, 2015

 Page 3

 Item 9A: Controls and Procedures

2.
In future filings, please specify if management applied the criteria of the Updated 2013 Framework or the 1992 Framework issued by COSO when assessing the effectiveness of the Company’s internal control over
financial reporting.

 Response: The Company acknowledges the Staff’s comment and advises the Staff
that it will specify in future filings that management applied the criteria of the Updated 2013 Framework issued by COSO when assessing the effectiveness of the Company’s internal control over financial reporting.

The Company hereby acknowledges the following:

•

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions regarding this letter, please contact the undersigned at (757) 366-6684.

Sincerely,

 /s/ Michael P. O’Hara

Michael P. O’Hara

Chief Financial Officer and Treasurer

Mailstop 3233
November  16, 2015

Via E -mail
Mr. Michael O’Hara
Chief Financial Officer
Armada Hoffler Properties, Inc.
222 Central Park Avenue, Suite 2100
Virginia Beach, VA 23462

Re: Armada Hoffler Properties, Inc.
 Form 10-K for the  fiscal year e nded December 31, 2014
Filed March  16, 2015
File No. 001 -35908

Dear Mr. O’Hara :

We have limited our review  of your filing  to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to these comments within ten business days by providing the requested
informa tion or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comments, we may have additional comments .

Form 10 -K for the fiscal year ended December 31, 2014

Financial Statements, page F -3

1. Please tell us how you determined it was appropriate to combine your Predecessor with
the Company for certain financial statements for the year ended December 31, 2013.
Within your response, please reference the authoritative accounting literature
managem ent relied upon.

Item 9A: Controls and Procedures

2. In future filings, please specify if management applied the criteria of the Updated 2013
Framework or the 1992 Framework issued by COSO when assessing the effectiveness of
the Company’s internal control over financial reporting.

Mr. Michael O’Hara
Armada Hoffler  Properties, Inc.
November  16, 2015
Page 2

 We urge all persons who ar e responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the co mpany may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Jeffrey Lewis , Staff Accountant,  at (202) 551 -6216  or the undersigned
at (202) 551 -3295  with any questions.

Sincerely,

        /s/ Jennifer Monick

 Jennifer Monick
Assistant Chief  Accountant
Office of Real Estate and
Commodities

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Correspondence

 ARMADA HOFFLER PROPERTIES, INC.

222 Central Park Avenue, Suite 2100

Virginia Beach, Virginia 23462

June 9, 2015

 VIA EDGAR

Ms. Erin E. Martin

 Division of Corporation Finance

 United States Securities and Exchange Commission

 100 F
Street, NE

 Washington, D.C. 20549

Re:
Armada Hoffler Properties, Inc.

 Registration Statement on Form S-3 (File
No. 333-204063)

 Dear Ms. Martin:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Armada Hoffler Properties, Inc. (the “Registrant”) hereby
requests acceleration of effectiveness of its registration statement on Form S-3 (File No. 333-204063), to 4:00 p.m., Eastern Time, on June 11, 2015 or as soon as practicable thereafter.

In connection with this request, the Registrant acknowledges that:

(1) should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 (2) the action
of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

(3) the Registrant may not assert staff comments or the declaration of effectiveness as defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

 The Company requests that it be notified of such
effectiveness by a telephone call to Justin R. Salon at (202) 887-8785.

 Very truly yours,

Armada Hoffler Properties, Inc.

By:

/s/ Louis S. Haddad

Name:

Louis S. Haddad

Title:

President and Chief Executive Officer

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CORRESP

 2000 PENNSYLVANIA AVE., NW
WASHINGTON, D.C.

20006-1888

TELEPHONE: 202.887.1500

 FACSIMILE: 202.887.0763

 WWW.MOFO.COM

 MORRISON & FOERSTER LLP

 NEW YORK, SAN FRANCISCO,

LOS ANGELES, PALO ALTO,

SACRAMENTO, SAN DIEGO,

DENVER, NORTHERN VIRGINIA,
WASHINGTON, D.C.

 TOKYO, LONDON, BERLIN,
BRUSSELS,
BEIJING, SHANGHAI, HONG KONG,
SINGAPORE

June 4, 2015

 BY EDGAR

Ms. Erin E. Martin

 Ms. Sara von Althann

Division of Corporation Finance

 United States Securities and
Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

Re:
Armada Hoffler Properties, Inc.

Registration Statement on Form S-3

Filed May 11, 2015

File No. 333-204063

 Dear Ms. Martin and Ms. von Althann:

This letter is submitted on behalf of Armada Hoffler Properties, Inc. (the “Company”) in response to the
comment from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in a letter dated May 27, 2015 (the “Comment
Letter”) and comments communicated to me by Ms. Martin during a telephone conversation on June 2, 2015, in each case with respect to the Company’s Registration Statement on Form S-3, which was filed by the Company with
the Commission on May 11, 2015 (the “Registration Statement”). On June 1, 2015, the Company filed Pre-Effective Amendment No. 1 to Registration Statement on Form S-3 (“Amendment
No. 1”), which included changes to the Registration Statement in response to the Staff’s comments. This letter supplements our letter to the Staff dated June 1, 2015 (the “Prior Letter”).

 For your convenience, the Staff’s numbered comment set forth in the Comment Letter has been reproduced in bold and italics
herein with our response immediately following such comment. Page references in the Staff’s comment refer to the Registration Statement, and page references in the response below refers to Amendment No. 1. Defined terms used herein but not
otherwise defined herein have the meanings given to them in Amendment No. 1.

 Ms. Erin E. Martin

Ms. Sara von Althann

 June 4, 2015

 Page
 2

 General

1.
We note that this registration statement relates to the issuance of common stock to certain holders of OP units, upon tender of those OP units for redemption pursuant to their contractual rights, and the possible
resale from time to time of some or all of such shares of common stock. We further note that some of the OP units that may be redeemed were issued in connection with your formation transactions, which were completed in connection with your initial
public offering in May 2013. Finally, we note your disclosure on page 25 that holders of OP units, other than the registrant, have the right to redeem their OP units commencing one year from the date of issuance of such OP units. Please clarify the
dates on which the OP units were issued and when they became redeemable. Please note that we view the date that the OP units became redeemable as an offering of the underlying common shares on such date. Refer to Securities Act Sections Compliance
and Disclosure Interpretations Question 103.04 for additional guidance. Based on the initial issuance of OP units in May 2013 and your disclosure that such OP units became redeemable for cash or common shares, at your option, commencing one year
from the date of issuance, it appears that you may have commenced an offering in or around May 2014 for the underlying common shares. As such, it does not appear appropriate to include the primary issuance of the underlying common shares on this
registration statement. Please advise us whether you relied upon an exemption from registration with respect to this offering, or advise us why you do not believe such an exemption was necessary.

Response to Comment No. 1

In response to the Staff’s comment, the Company revised Amendment No. 1 to remove the primary issuance of the underlying shares of
common stock that may be issued upon redemption of (i) the 13,051,905 OP units that were issued in connection with the Company’s formation transactions in May 2013 (the “Formation Transactions”), (ii) the
695,650 OP units issued in connection with an acquisition made by the Company in January 2014 (“Acquisition 1”) and (iii) the 30,000 OP units that were issued in connection with an acquisition made by the Company in
March 2014 (“Acquisition 2”).

 As disclosed in Amendment No. 1, each holder of OP units may tender their OP
units for redemption by the Company for cash, or at the Company’s election, for shares of the Company’s common stock, beginning one year from the date of issuance of such OP units. Accordingly, with respect to OP units issued in the
Formation Transactions, Acquisition 1 and Acquisition 2, the one-year holding period expired in May 2014, January 2015 and March 2015, respectively, and the offering of shares of the Company’s common stock upon redemption of such OP units
(such shares, “Redemption Shares”) commenced upon expiration of the applicable holding periods. The right of OP unitholders to tender their OP units for redemption arises under the Amended and Restated Agreement of Limited
Partnership of the Company’s operating partnership (the “Partnership Agreement”).

 Ms. Erin E. Martin

Ms. Sara von Althann

 June 4, 2015

 Page
 3

 Beginning at the time the offering of Redemption Shares is deemed to have commenced with
respect to OP units issued in the Formation Transactions, Acquisition 1 and Acquisition 2, the Company has relied on the exemption from registration provided by Section 4(a)(2) of the Securities Act, which provides that the provisions of
Section 5 of the Securities Act do not apply to “transactions by an issuer not involving any public offering.” The Company believes that the following characteristics of the offering of Redemption Shares make it clear that there is no
“public offering” of securities contemplated by the potential issuance of such common stock and that the registration exemption of Section 4(a)(2) of the Securities Act applies to such offer and issuance:

•

Formation Transactions – In connection with the Formation Transactions, the Company’s operating partnership issued an aggregate of 13,059,365 OP units (of which 7,460 were subsequently
redeemed for cash) to a total of 35 individuals and entities (the “Formation Transaction Recipients”), all of whom were partners or members in entities that were contributed to the Company in connection with the Formation
Transactions and several of whom are directors or officers of the Company (such directors and officers, together with their respective affiliates, the “Armada Hoffler Parties”). In connection with the Formation Transactions,
all of the Formation Transaction Recipients represented, among other things, that they were (i) knowledgeable, sophisticated and experienced in business and financial matters, (ii) aware of the risks associated with an investment in the OP
Units and in the securities issuable upon redemption of such OP Units and (iii) “accredited investors” within the meaning of Regulation D under the Securities Act. Furthermore, the Company has not engaged in any form of general
solicitation or general advertising with respect to the offering of Redemption Shares; rather, the offering of Redemption Shares has only been made to holders of OP units pursuant to their rights to tender their units for redemption under the
Partnership Agreement. In light of the limited number of offerees, the sophistication of the offerees, the existence of a substantive pre-existing relationship between the offerees and the Company and the lack of any general solicitation or general
advertising, we have concluded that the offering of Redemption Shares does not involve a public offering.

•

 Acquisition 1 – In connection with Acquisition 1, the Company’s operating partnership issued an aggregate of 695,650 OP units to a
total of 11 individuals and entities, all of whom were Armada Hoffler Parties. In connection with Acquisition 1, all of recipients represented, among other things, that they were (i) knowledgeable, sophisticated and experienced in business and
financial matters, (ii) aware of the risks associated with an investment in the OP Units and in the securities issuable upon redemption of such OP Units and (iii) “accredited investors” within the meaning of Regulation D under
the Securities Act.

 Ms. Erin E. Martin

Ms. Sara von Althann

 June 4, 2015

 Page
 4

Furthermore, the Company has not engaged in any form of general solicitation or general advertising with respect to the offering of Redemption Shares; rather, the offering of such shares has only
been made to holders of OP units pursuant to their rights to tender their units for redemption under the Partnership Agreement. In light of the limited number of offerees, the sophistication of the offerees, the offerees’ relationships with the
Company as directors or officers and the lack of any general solicitation or general advertising, we have concluded that the offering of Redemption Shares does not involve a public offering.

•

Acquisition 2 – In connection with Acquisition 2, the Company’s operating partnership issued an aggregate of 30,000 OP units to one individual who also had received OP units in the Formation
Transactions. In connection with Acquisition 2, the recipient represented, among other things, that he was (i) knowledgeable, sophisticated and experienced in business and financial matters, (ii) aware of the risks associated with an
investment in the OP Units and in the securities issuable upon redemption of such OP Units and (iii) an “accredited investor” within the meaning of Regulation D under the Securities Act. Furthermore, the Company has not engaged in any
form of general solicitation or general advertising with respect to the offering of Redemption Shares; rather, the offering of such shares has only been made to the holder of OP units pursuant to his rights to tender his units for redemption under
the Partnership Agreement. In light of the fact that the offer has been made to a single offeree, the sophistication of the offeree, the existence of a substantive pre-existing relationship between the offeree and the Company and the lack of any
general solicitation or general advertising, we have concluded that the offering of Redemption Shares does not involve a public offering.

Furthermore, all potential recipients of Redemption Shares have access to public filings the Company makes with the SEC under the Securities
Exchange Act of 1934, as amended. In addition, while the Company has not specifically relied on Regulation D under the Securities Act, which presents a non-exclusive method of perfecting an exemption under Section 4(a)(2), the Company has a
reasonable basis to believe that each of the holders of OP units that may be tendered for redemption are “accredited investors” and that the offering of Redemption Shares satisfied the requirements of Rule 506 under Regulation D.

For the reasons set forth above, the Company has concluded that the offerings of Redemption Shares with respect to OP units issued in the
Formation Transactions, Acquisition 1 and Acquisition 2 are exempt from the registration requirements of Section 5 of the Securities Act pursuant to the exemption set forth in Section 4(a)(2) of the Securities Act.

 Ms. Erin E. Martin

Ms. Sara von Althann

 June 4, 2015

 Page
 5

 We also have concluded that the offering of Redemption Shares should not be integrated with
any underwritten public offerings of the Company’s common stock. Our conclusion is based on the following factors:

•

Offerings of Redemption Shares are not part of the same plan of financing as offerings of shares of common stock that may be issued in underwritten public offerings. Specifically, the method of offering the Redemption
Shares (i.e., solely to unitholders who elect to tender their shares for redemption pursuant to the Partnership Agreement) and the method of offering the shares in underwritten public offerings (i.e., solicitations of offers in marketed transactions
for cash with special selling efforts) is different. Furthermore, the offering of Redemption Shares and underwritten public offerings are not, and will not be, financially dependent on one another because, in the case of issuances of Redemption
Shares, the Company will not receive any cash proceeds.

•

Offerings of Redemption Shares are not being made for the same general purpose as offerings of shares of common stock in underwritten public offerings. Specifically, in underwritten public offerings, the Company expects
to issue shares of common stock for cash for the purpose of funding property acquisitions, debt repayment or other general corporate purposes. In contrast, offerings of Redemption Shares are not capital raising activities and will not result in the
Company raising any cash proceeds; rather, the only purpose is to redeem OP units pursuant to the Company’s obligation under the Partnership Agreement.

•

As noted above, the consideration to be received for Redemption Shares is different that the consideration to be received for shares of the Company’s common stock issued in underwritten public offerings. In the
case of Redemption Shares, the only consideration the Company will receive is OP units that have been tendered for redemption pursuant to the Partnership Agreement. In contrast, the Company will receive cash proceeds from the sale of shares of its
common stock in underwritten public offerings.

 Although both redemptions of OP units and underwritten public offerings will
result in the issuance of the same class of securities, and offerings of Redemption Shares and underwritten public offerings of the Company’s common stock may, from time to time, occur at or about the same time, for the foregoing reasons, the
Company believes that the offering of Redemption Shares should not be integrated with underwritten public offerings of the Company’s common stock.

As noted in the Prior Letter, the Company retained in Amendment No. 1 the primary issuance of the underlying shares of common stock that
may be issued upon redemption of the 990,952 OP units that were issued as a portion of the consideration for an acquisition made by the Company in August 2014, which OP units may be tendered for redemption beginning in August 2015.

To reflect the foregoing changes and to clarify the dates on which the OP units were issued and when they became or will become redeemable,
the Company revised the disclosure on the cover page of the prospectus, the “Selling Stockholders” section beginning on page 29 and the “Plan of Distribution beginning on page 32.

* * * *

 Ms. Erin E. Martin

Ms. Sara von Althann

 June 4, 2015

 Page
 6

 The Company respectfully believes that the proposed modifications to the Registration
Statement made in Amendment No. 1, and the supplemental information contained herein, are responsive to the Staff’s comment. If you have any questions or would like further information concerning the Company’s response to your
Comment Letter, please do not hesitate to contact me at (202) 887-8785.

Sincerely,

/s/ Justin R. Salon

Justin R. Salon

 cc:

 Louis S. Haddad

    Armada Hoffler Properties, Inc.

 Eric L. Smith

    Armada Hoffler Properties, Inc.

 Andrew P. Campbell

    Morrison & Foerster LLP

CORRESP
1
filename1.htm

CORRESP

 2000 PENNSYLVANIA AVE., NW

 WASHINGTON, D.C.

20006-1888

TELEPHONE: 202.887.1500

 FACSIMILE: 202.887.0763

 WWW.MOFO.COM

 MORRISON & FOERSTER LLP

 NEW YORK, SAN FRANCISCO,

LOS ANGELES, PALO ALTO,

SACRAMENTO, SAN DIEGO,

DENVER, NORTHERN VIRGINIA,

WASHINGTON, D.C.

TOKYO, LONDON, BERLIN, BRUSSELS,

BEIJING, SHANGHAI, HONG KONG,

SINGAPORE

 June 1, 2015

 BY
EDGAR AND COURIER

 Ms. Erin E. Martin

Ms. Sara von Althann

 Division of Corporation Finance

United States Securities and Exchange Commission

 100 F Street,
NE

 Washington, D.C. 20549

Re:
Armada Hoffler Properties, Inc.

 Registration Statement on Form S-3

Filed May 11, 2015

File No. 333-204063

 Dear
Ms. Martin and Ms. von Althann:

 This letter is submitted on behalf of Armada Hoffler Properties, Inc. (the
“Company”) in response to the comment from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in a
letter dated May 27, 2015 (the “Comment Letter”) with respect to the Company’s Registration Statement on Form S-3, which was filed by the Company with the Commission on May 11, 2015 (the
“Registration Statement”). The Company is concurrently submitting Pre-Effective Amendment No. 1 to Registration Statement on Form S-3 (“Amendment No. 1”), which includes changes to the
Registration Statement in response to the Staff’s comments. We have enclosed with this letter a marked copy of Amendment No. 1, which reflects all changes to the Registration Statement.

For your convenience, the Staff’s numbered comment set forth in the Comment Letter has been reproduced in bold and italics herein with
the response immediately following such comment. Page references in the Staff’s comment refer to the Registration Statement, and page references in the response below refers to Amendment No. 1. Defined terms used herein but not otherwise
defined herein have the meanings given to them in Amendment No. 1.

 Ms. Erin E. Martin

Ms. Sara von Althann

 June 1, 2015

 Page
 2

 General

1.
We note that this registration statement relates to the issuance of common stock to certain holders of OP units, upon tender of those OP units for redemption pursuant to their contractual rights, and the possible
resale from time to time of some or all of such shares of common stock. We further note that some of the OP units that may be redeemed were issued in connection with your formation transactions, which were completed in connection with your initial
public offering in May 2013. Finally, we note your disclosure on page 25 that holders of OP units, other than the registrant, have the right to redeem their OP units commencing one year from the date of issuance of such OP units. Please clarify the
dates on which the OP units were issued and when they became redeemable. Please note that we view the date that the OP units became redeemable as an offering of the underlying common shares on such date. Refer to Securities Act Sections Compliance
and Disclosure Interpretations Question 103.04 for additional guidance. Based on the initial issuance of OP units in May 2013 and your disclosure that such OP units became redeemable for cash or common shares, at your option, commencing one year
from the date of issuance, it appears that you may have commenced an offering in or around May 2014 for the underlying common shares. As such, it does not appear appropriate to include the primary issuance of the underlying common shares on this
registration statement. Please advise us whether you relied upon an exemption from registration with respect to this offering, or advise us why you do not believe such an exemption was necessary.

Response to Comment No. 1

In response to the Staff’s comment, the Company has revised Amendment No. 1 to remove the primary issuance of the underlying shares
of common stock that may be issued upon redemption of (i) the 13,051,905 OP units that were issued in connection with the Company’s formation transactions in May 2013, (ii) the 695,650 OP units issued in connection with an acquisition made by
the Company in January 2014 and (iii) the 30,000 OP units that were issued in connection with an acquisition made by the Company in March 2014, all of which initially eligible to be tendered for redemption beginning one year after the date of
issuance. To the extent the Company elects to issue shares of common stock upon redemption of such OP units, the issuance of such shares of common stock will be effected in reliance upon an exemption from registration provided by
Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation D thereunder. However, the Company has retained in Amendment No. 1 the primary issuance of the underlying shares of common stock that may be issued upon
redemption of the 990,952 OP units that were issued as a portion of the consideration for an acquisition made by the Company in August 2014, which OP units may be tendered for redemption beginning in August 2015. To reflect such changes and to
clarify the dates on which the OP units were issued and when they became or will become redeemable, the Company has revised the disclosure on the cover page of the prospectus, the “Selling Stockholders” section beginning on page 29 and the
“Plan of Distribution beginning on page 32.

 * * * *

 Ms. Erin E. Martin

Ms. Sara von Althann

 June 1, 2015

 Page
 3

 The Company respectfully believes that the proposed modifications to the Registration
Statement made in Amendment No. 1, and the supplemental information contained herein, are responsive to the Staff’s comment. If you have any questions or would like further information concerning the Company’s response to your
Comment Letter, please do not hesitate to contact me at (202) 887-8785.

Sincerely,

 /s/ Justin R. Salon

Justin R. Salon

cc:
Louis S. Haddad

     Armada Hoffler Properties, Inc.

Eric L. Smith

 Armada Hoffler
Properties, Inc.

 Andrew P. Campbell

    Morrison & Foerster LLP

May 27, 2015

Via E -mail
Louis S. Haddad
President and Chief Executive Officer
Armada Hoffler Properties, Inc.
222 C entral Park Avenue, Suite 2100
Virginia Beach, Virginia 23462

Re: Armada Hoffler Properties, Inc.
  Registration Statement on Form S-3
Filed  May 11, 2015
  File No.  333-204063

Dear Mr. Haddad :

We have limited our review of your registration statement to those issues w e have
addressed in our comment .  In our comment , we may ask you to provide us with information so
we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our com ment applies to your fact s and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to this comment , we may have additional comm ents.

General

1. We note that this registration statement relates to the issuance of common stock to certain
holders of OP units, upon tender of those OP units for redemption  pursuant to their
contractual rights , and the possible resale from time to time of some or all of such shares
of common stock.  We further note that some of the OP units that may be redeemed were
issued in connection with your formation transactions, which were completed in
connection with yo ur initial public offering in May 2013.  Finally, we note your
disclosure on page 25 that holders of OP units, other than the registrant, have the right to
redeem their OP units commencing one year from the date of issuance of such OP units.
Please clarif y the dates  on which  the OP units were issued and when they became
redeemable .  Please note  that we view the date that the  OP units became redeemable  as
an offering of the underlying common  shares  on such date .  Refer to Securities Act
Sections Compliance and Disclosure Interpretations Question 103.04 for additional

Louis S. Haddad
Armada Hoffler Properties, Inc.
May 27, 2015
Page 2

 guidance.  Based on the initial issuance of OP units in May 2013 and your disclosure that
such OP units became redeemable for cash or common shares, at your option,
commencing one year from the date of issuance, it appears that you may have
commenced an offering in or around May 2014 for the underlying common shares.  As
such, it does not appear appropriate to include the primary issuance of the underlying
common shares on this registration state ment.  Please advise us whether you relied upon
an exemption from registration with respect to this offering, or advise us why you do not
believe such an exemption was necessary.

We urge all persons who are responsible for the accuracy and adequacy of the  disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclo sure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement , please provide a written stateme nt from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company  may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of  the
registration statement.

Louis S. Haddad
Armada Hoffler Properties, Inc.
May 27, 2015
Page 3

 Please contact Sara von Althann  at (202) 551 -3207 or me at (202) 551 -3391 with any
other questions.

Sincerely,

 /s/ Erin E. Martin

Erin E. Martin
Senior Counsel
cc: Justin R. Salon, Esq.
Morrison & Foerster LLP

CORRESP
1
filename1.htm

Company Acceleration Request Letter

 ARMADA HOFFLER PROPERTIES, INC.

 222 Central Park Avenue, Suite 2100

 Virginia Beach, Virginia 23462

May 6, 2013

 VIA EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: Folake Ayoola

RE:
Armada Hoffler Properties, Inc.

Registration Statement on Form S-11 (File No. 333-187513)

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Armada
Hoffler Properties, Inc. (the “Company”) hereby requests acceleration of effectiveness of the above-captioned Registration Statement to 3:00 p.m., Eastern time, on May 7, 2013 or as soon thereafter as practicable.

The Company acknowledges the following:

¡

 should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it
does not foreclose the Commission from taking any action with respect to the filing;

¡

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full
responsibility for the adequacy and accuracy of the disclosure in the filing; and

¡

 the Company may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities
laws of the United States.

 The Company requests that it be notified of such effectiveness by a telephone call to
David C. Wright at (804) 788-8638 and such effectiveness also be confirmed in writing.

 Very truly yours,

 Armada Hoffler Properties, Inc.

 By:

 /s/ Louis S. Haddad

 Name:

Louis S. Haddad

 Title:

President and Chief Executive Officer

CORRESP
1
filename1.htm

Underwriters Acceleration Request

 May 6, 2013

 Mr. Michael McTiernan

 Division of Corporation Finance

 Securities and Exchange Commission

 100 F Street, NE

 Washington, DC 20549

Re:
Armada Hoffler Properties, Inc.

Registration Statement on Form S-11 (SEC File No. 333-187513)

 Dear Mr. McTiernan:

 In connection with the above-referenced Registration Statement, and pursuant to Rule 461
under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters for the proposed public offering of shares of common stock of Armada Hoffler Properties, Inc. (the “Company”), hereby
join the Company’s request for acceleration of the above-referenced Registration Statement, requesting effectiveness for 3:00 p.m. Eastern Time on May 7, 2013, or as soon thereafter as is practicable.

Pursuant to Rule 460 under the Securities Act of 1933, as amended, we wish to advise you that we have effected the following distribution of the Company’s
preliminary prospectus, dated April 26, 2013, through the date hereof: approximately 3,775 copies to prospective underwriters, institutional investors, dealers and others.

 The undersigned have been informed by the participating underwriters that they have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[SIGNATURE PAGE FOLLOWS]

 Very truly yours,

ROBERT W. BAIRD & CO. INCORPORATED

 RAYMOND
JAMES & ASSOCIATES, INC.

 STIFEL, NICOLAUS & COMPANY, INCORPORATED

 As Representatives of the several Underwriters

 By:

ROBERT W. BAIRD & CO. INCORPORATED

 By:

 /s/ Jeffrey F. Rogatz

Name:

Jeffrey F. Rogatz

Title:

Managing Director

 By:

RAYMOND JAMES ASSOCIATES, INC.

 By:

 /s/ Brad Butcher

Name:

Brad Butcher

Title:

Managing Director

 By:

 STIFEL, NICOLAUS
& COMPANY, INCORPORATED

 By:

 /s/ Justin P. Bowman

Name:

Justin P. Bowman

Title:

Managing Director

CORRESP
1
filename1.htm

SEC LETTER

`

HUNTON & WILLIAMS LLP
 RIVERFRONT PLAZA, EAST TOWER
951
EAST BYRD STREET

 RICHMOND, VIRGINIA 23219-4074

TEL         804 • 788 • 8200
FAX
804 • 788 • 8218

May 3, 2013

 VIA EDGAR

Mr. Tom Kluck

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F
Street, N.E.

 Washington, D.C. 20549

RE:
Armada Hoffler Properties, Inc.

Amendment No. 2 to Registration Statement on Form S-11

Filed April 25, 2013

File No. 333-187513

 Dear Mr. Kluck:

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. 4 (“Amendment No. 4”) 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 May 2, 2013.

 For convenience of reference, the Staff comments contained in your May 2, 2013 comment letter are reprinted below
in italics, numbered to correspond with the paragraph numbers assigned in your letter, and are followed by the corresponding responses of the Company.

We have provided to each of you, Mr. Michael McTiernan, Ms. Shannon Sobotka, Mr. Robert Telewicz and Ms. Folake Ayoola a courtesy copy of this
letter and two courtesy copies of the Amendment No. 4 filed by the Company on the date hereof, one copy of which has been marked to reflect changes made to Amendment No. 2 to the Registration Statement filed with the Commission on
April 26, 2013. The changes reflected in Amendment No. 4 have been made in response to the Staff’s comment and for the purpose of updating and revising certain

 Mr. Tom Kluck

May 3, 2013

  Page
 2

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.

Distribution Policy, page 62

1.
Please revise your disclosure to describe your estimated general contracting and real estate segment profit as a forecast.

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

Financial Statements

 Unaudited Pro Forma Consolidated
Financial Statements

 Pro Forma Consolidated Income Statement

 Note (FF), page F-8

2.
Please enhance your disclosure to more thoroughly describe all the adjustments made for additional general and administrative expenses. In your revised disclosure please
include a table summarizing each adjustment made which reconciles to the total amount included on the face of the pro forma consolidated income statement.

 RESPONSE: The Company has revised the disclosure on pages F-8 and F-9 in response to the Staff’s comment. The Company’s revised disclosure describes the following additional general and
administrative expenses that it expects to incur as a result of becoming a public company: (1) cash compensation associated with the Company’s board of directors, (2) compensation for the Company’s recently-hired accounting staff and (3)
fees to the Company’s investor relations firm. The Company has determined that these amounts are factually supportable based on the following reliable evidence: (1) compensation arrangements with the Company’s director and director
nominees, (2) salaries and benefits of the accounting staff that the Company has already hired in anticipation of completion of the Offering and (3) fees for investor relations services set forth in the contract for such services between the Company
and its investor relations firm.

 Mr. Tom Kluck

May 3, 2013

  Page
 3

 As previously discussed with
the Staff, the Company intends to request effectiveness of the Registration Statement on Tuesday, May 7, 2013 and would very much appreciate receiving any additional comment the Staff may have on the Registration Statement in time to maintain
that schedule. We will coordinate with the Staff the submission of the formal acceleration request.

 If you have any questions or comments regarding the
foregoing, or have additional questions or comments, please contact the undersigned at 804-788-8638.

 Very truly
yours,

 /s/ David C. Wright

David C. Wright

cc:
Louis S. Haddad

Michael P. O’Hara

Eric L. Smith

S. Gregory Cope, Esq.

John A. Good, Esq.

Justin R. Salon, Esq.

May 2, 2013

Via E -mail
Louis S. Haddad
President and Chief Executive Officer
Armada Hoffler Properties, Inc.
222 Central Park Avenue, Suite 2100
Virginia Beach, Virginia 23462

Re: Armada Hoffler Properties, Inc.
Amendment No. 2 to Registration Statement on Form S -11
Filed April 25, 2013
  File No. 333 -187513

Dear Mr. Haddad:

We have reviewed your registration statement  and have the following comments.  In
some of our comments,  we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your fa cts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Distribution Policy, page 62

1. Please revise your disclosure to describe your estimated general contracting and real
estate  segment profit as a forecast.

Financial Statements

Unaudited Pro Forma Consolidated Financial Statements

Pro Forma Consolidated Income Statement

Note (FF), page F -8

2. Please enhance your disclosure to more thoroughly describe all the adjustments made for
additional general and administrative expenses.  In your revised disclosure please include

Louis S. Haddad
Armada Hoffler Properties, Inc.
May 2, 2013
Page 2

 a table summarizing each adjustment made which reconciles to the total amount included
on the face of the pro forma consolidated income statement.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing i ncludes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant t o delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effect iveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for accele ration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate  to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact Shannon Sobotka, Staff Accountant, at (202) 551 -3856 or Robert
Telewicz, Staff Accountant, at (202) 551 -3438 if you have questions regarding comments on the
financial statements and related matters.  Please contact Folake Ayoola, Attorney Advisor, at
(202) 551 -3673 or Michael McTiernan at (202) 551 -3852 with any other questions.

Sincerely,

 /s/ Tom Kluck

Tom Kluck
Legal Branch Chief

CORRESP
1
filename1.htm

SEC LETTER

 HUNTON & WILLIAMS LLP

 RIVERFRONT PLAZA, EAST TOWER

 951 EAST BYRD STREET

RICHMOND, VIRGINIA 23219-4074

TEL  804 • 788 • 8200

FAX  804 • 788 • 8218

 FILE NO: 79819.2

April 25, 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.

Amendment No. 1 to 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. 2 (“Amendment No. 2”) to the Company’s Registration Statement on Form S-11 (File No. 333-184538)
(the “Registration Statement”), together with 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 letters dated April 17, 2013 and April 24, 2013.

 For convenience of reference, each Staff comment contained in
the April 17, 2013 comment letter and the single comment contained in the April 24, 2013 comment letter is reprinted below in italics, numbered to correspond with the paragraph numbers assigned in each respective letter, and followed by
the corresponding response of the Company. At the Staff’s request, on April 23, 2013, the Company filed responses on EDGAR to comments 1-6 below and reproduces those comments below for ease of reference.

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 Amendment No. 2 filed by the Company on the date hereof, one copy of which has been marked to reflect

 ATLANTA
AUSTIN BANGKOK BEIJING BRUSSELS CHARLOTTE DALLAS HOUSTON LONDON LOS ANGELES

 McLEAN MIAMI NEW YORK NORFOLK RALEIGH
RICHMOND SAN FRANCISCO TOKYO WASHINGTON

 www.hunton.com

 Mr. Michael McTiernan

 April 25, 2013

  Page
 2

changes made to Amendment No. 1 to the Registration Statement filed by the Company on April 12, 2013. The changes reflected in Amendment No. 2 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 Amendment No. 2. 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.

 The following six comments and responses relate to the Staff’s comments in its comment letter dated April 17, 2013.

 Distribution Policy, page 62

1.
Please clarify for us, and revise your disclosure to clearly state, whether your estimated general contracting and real estate services segment profit is a forecast
or a projection. Similarly, the line items should be labeled as such in your footnote and on the face of your calculation of estimated cash available for distribution. In your response please tell us whether your estimate has been prepared in
accordance with the AICPA standards for forecasts and projections.

 RESPONSE: The Company has revised
its disclosure on pages 64, 66 and 67 to clearly state that its cash flows from general contracting and real estate services for the year ending December 31, 2013 is a forecast. The Company’s forecasted operating, investing and financing
cash flows from general contracting and real estate services for the year ending December 31, 2013 is a financial forecast as defined in section 3.04 of the AICPA Guide for Prospective Financial Information. The Company’s forecast has been
prepared in accordance with the AICPA standards for forecasts.

 Mr. Michael McTiernan

 April 25, 2013

  Page
 3

2.
Please explain to us how you have met all of the requirements of Item 10(b)(2) of Regulation S-K related to your projections of general contracting and real
estate services profit. To the extent you have determined that certain line items required by Item 10(b)(2) of Regulation S-K are not required or applicable, please provide us with the basis for your conclusions.

RESPONSE: The Company has revised its disclosure on pages 64, 66 and 67 to include forecasted general contracting and real estate
services revenues and segment profit for the year ending December 31, 2013. The Company has not disclosed forecasted general contracting and real estate services earnings per share for the year ending December 31, 2013 because such
disclosure would not be applicable or meaningful in the Company’s calculation of cash available for distribution to stockholders and common unitholders.

3.
Clarify how the profit presented is highly correlated to the cash flows anticipated to be received from this segment. In light of the uncertainty surrounding the
timing of revenue recognition and given cash flows do not necessarily correspond to revenue recognized under the percentage of completion method, please disclose assumptions made that support how the forecasted profit provided by general contracting
and real estate services for the year ended December 31, 2013 will fund your estimated distribution. The supporting evidence should include but not be limited to the items outlined below.

•

 A description of the accounting principles used and a statement indicating whether or not these principles are consistent with those used to prepare
your historical financial statements;

•

 The amount of estimated cost overruns. To the extent no cost overruns were assumed, explain how you determined that assumption was reasonable and
include cautionary language stating the effect on cash available for distribution if cost overruns do occur

•

 Any contractual billing terms that effect the timing of receipt of general contracting cash flows

 Mr. Michael McTiernan

 April 25, 2013

  Page
 4

 RESPONSE: The Company has enhanced the disclosure regarding its forecasted cash
flows from general contracting and real estate services to include a reconciliation of forecasted net operating income to forecasted operating cash flows from general contracting and real estate services for the year ending December 31, 2013.
In accordance with the AICPA standards for forecasts, the Company has also revised its disclosure to include the following:

•

 a summary of significant assumptions including those with respect to cost overruns and billing terms; and

•

 a summary of significant accounting policies including a statement indicating that such policies are consistent with those used to prepare its
historical financial statements.

4.
Please include adjustments for any investing and financing activities related to this segment. In addition, please provide us with a summary of, and separately
disclose, any adjustments related to general contracting and real estate services conducted with related parties.

 RESPONSE: The Company respectfully advises the Staff that it does not forecast any such cash flows from investing or financing activities for the year ending December 31, 2013. More
specifically, the Company does not forecast any equipment purchases or any borrowings or repayments of debt by this segment for the year ending December 31, 2013. The Company has disclosed these assumptions on pages 66 and 67 in its discussion
of forecasted investing and financing cash flows from general contracting and real estate services for the year ending December 31, 2013.

 In response to the Staff’s comment, the Company has revised its disclosure to include a summary of forecasted cash flows from related parties for the year ending December 31, 2013.

5.
 In your Management’s Discussion and Analysis you disclose that 20 construction projects were in progress as of December 31, 2012, and you
expect that seven of these contacts will be on-going upon completion of the offering. Tell us how you considered

 Mr. Michael McTiernan

 April 25, 2013

  Page
 5

the cash flow streams of the 11 contracts that were in progress at December 31, 2012 but were expected to be completed prior to the offering in your adjustments to arrive at cash
available for distribution for the year ending December 31, 2013.

 RESPONSE: The Company has
included the cash flow streams of all 13 construction contracts that were in progress at December 31, 2012 and are expected to be completed prior to the offering in its forecasted operating cash flows for the year ending December 31, 2013.
In its revised disclosure on pages 64, 66 and 67, the Company has included the forecasted revenue, expenses and changes in assets and liabilities of all 13 of these contracts in its reconciliation of forecasted net operating income to forecasted
operating cash flows for the year ending December 31, 2013. The Company’s forecasts with respect to these 13 contracts consider actual results as of March 31, 2013.

 Unaudited Pro Forma Financial Statements

 For the Year Ended December 31, 2012

6.
We have considered your response to our prior comment 6. Please address the following items as they relate to your analysis.

•

 For each related party group you have identified, please explain to us how each entity meets the definition of a related party in accordance with
ASC Topic 850.

 RESPONSE: As the Company communicated in its letter dated March 26, 2013 in
response to prior comment 29 contained in the Staff’s March 11, 2013 comment letter, the Company concluded that Mr. Hoffler controls all but two of the entities that comprise the Predecessor (the “Controlled Entities”).
Since Mr. Hoffler controls each of the Controlled Entities of the Predecessor, the Company intends to account for the combination of the Controlled Entities as a reorganization of entities under common control. As communicated in the
Company’s response letter dated March 26, 2013 to the Staff, certain of the Controlled Entities were determined to be variable interest entities under the provisions of ASC 810. For those entities, the Company evaluated whether
Mr. Hoffler has a controlling financial interest by holding power and benefits, as

 Mr. Michael McTiernan

 April 25, 2013

  Page
 6

defined in ASC 810-10-25-38A, and thus is the entity’s primary beneficiary. For those entities in which it was determined that no party alone, including Mr. Hoffler, holds power and
benefits, the Company then evaluated whether power and benefits were held by Mr. Hoffler and his related parties as a group. Pursuant to ASC 810-10-25-43, for purposes of the Variable Interest Entities subsection of the codification, the term
related parties includes those parties identified in ASC 850.

 ASC 850-10-20 defines the term “related parties” as
follows:

 Related parties include:

•

 Affiliates of the entity.

•

 Entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option
Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity.

•

 Trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management.

•

 Principal owners of the entity and members of their immediate families.

•

 Management of the entity and members of their immediate families.

•

 Other parties with which the entity may deal if one party controls or can significantly influence the management or operating policies of the other to
an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.

•

 Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in
one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

 Mr. Michael McTiernan

 April 25, 2013

  Page
 7

 ASC 850-10-20 further defines the term “affiliates” as “a party that,
directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with an entity.”

 In addition to those parties identified in ASC 850, the term related parties in ASC 810-10-25-43 includes other parties that are de facto agents of the variable interest holder. ASC 810-10-25-43(d)
includes in the definition of “de facto agent” as:

•

 A party that cannot finance its operations without subordinated financial support from the reporting entity, for example, another VIE of which the
reporting entity is the primary beneficiary.

•

 A party that received its interests as a contribution or a loan from the reporting entity.

•

 An officer, employee, or member of the governing board of the reporting entity.

•

 A party that has an agreement that it cannot sell, transfer, or encumber its interests in the VIE without the prior approval of the reporting entity.
The right of prior approval creates a de facto agency relationship only if that right could constrain the other party’s ability to manage the economic risks or realize the economic rewards from its interests in a VIE through the sale, transfer,
or encumbrance of those interests. However, a de facto agency relationship does not exist if both the reporting entity and the party have right of prior approval and the rights are based on mutually agreed terms by willing, independent parties.

•

 A party that has a close business relationship like the relationship between a professional service provider and one of its significant clients.

 The persons or entities comprising each related party group that the Company identified in its letter dated
April 12, 2013 in response to prior comment 6 contained in the Staff’s April 5, 2013 comment letter, are either related parties of Mr. Hoffler, as defined in ASC 850-10-20, or de facto agents of Mr. Hoffler, as defined in
ASC 810-10-25-43, because they are either:

 Mr. Michael McTiernan

 April 25, 2013

  Page
 8

•

 individuals who hold equity interests that cannot be sold, transferred or encumbered without the prior approval of Mr. Hoffler; or

•

 entities that are controlled by Mr. Hoffler and therefore affiliates of Mr. Hoffler.

The Company describes its considerations in further detail below regarding the related party group for the Controlled Entities.

 Corporations A and B

 The Company respectfully directs the Staff to its response to prior comment 6 regarding Corporations A and B in which the Company noted that the related party group is comprised of each of the
shareholders of Corporations A and B. Each of the shareholders of Corporations A and B, including Messrs. Haddad and Kirk who represent two of the three directors of Corporations A and B along with Mr. Hoffler, are party to an agreement with
Mr. Hoffler whereby if the shareholder wishes to sell, transfer or encumber such interest it may not be done without the approval of Mr. Hoffler. Such agreements were executed at the time the equity interest was obtained by the
shareholders and were not entered into in anticipation of the Company’s initial public offering. Furthermore, the agreement is not reciprocal as Mr. Hoffler is not required to obtain approval of the other shareholders if he wishes to sell,
transfer or encumber his interests in Corporations A and B.

 As a result, the Company believes that each of the shareholders
in Corporations A and B are considered de facto agents and therefore related parties of Mr. Hoffler under the guidance in ASC 810-10-15-43(d).

 As the Company communicated in its letter dated April 12, 2013 in response to prior comment 6 contained in the Staff’s April 5, 2013 comment letter, Mr. Hoffler controls 50% of the
voting rights of both Corporations A and

April 24, 2013

Via E -mail
Louis S. Haddad
President and Chief Executive Officer
Armada Hoffler Properties, Inc.
222 Central Park Avenue, Suite 2100
Virginia Beach, Virginia 23462

Re: Armada Hoffler Properties, Inc.
Amendment No. 1 to Registration Statement on Form S -11
Filed April 1 2, 2013
  File No. 333 -187513

Dear Mr. Haddad:

We have reviewed your response letter dated April 23, 2013  and have the following
comment.  In our comment , we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comment  applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have  additional comments.

Distribution Policy, page 62

1. We have read your response to our prior comment 3 and the related changes to your
distribution policy.  Please revise your disclosure under the heading Forecasted Segment
Revenues and Expenses to include the following:

 The total number of contracts that have been completed as of the date of your
filing, the dollar amount remaining to be collected under those contracts, and
some indication of when the company expects to collect the amounts outstanding.

 The total number of contracts expected to be completed and fully collected upon
as of December 31, 2013.

Louis S. Haddad
Armada Hoffler Properties, Inc.
April 24, 2013
Page 2

  A general description of the billing terms of construction contracts, including but
not limited to the milestones that must be met to bill clients, reta inage terms and
the typical timeframe between client billings and collections.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disc losures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

 should the Commission or the  staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date  of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offe ring of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Louis S. Haddad
Armada Hoffler Properties, Inc.
April 24, 2013
Page 3

 You may contact Shannon Sobotka, Staff Accountant, at (202) 551 -3856 or Robert
Telewicz, Staff Accountant, at (202) 551 -3438 if you have questions regarding comments on the
financial statements and related matters.  Please contact Folake Ayoola, Attorney Advisor, at
(202) 551 -3673 or me at (202) 551 -3852 with any other questions.

Sincerely,

 /s/ Michael McTiernan

Michael McTiernan
Assistant Director

CORRESP
1
filename1.htm

SEC 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 23, 2013

FILE NO: 79819.2

 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.

 Amendment No. 1 to 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 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 17, 2013 with drafts of portions of the Pre-Effective Amendment No. 2 (“Amendment No. 2”) to the Company’s Registration Statement on Form S-11 (File No. 333-184538) (the
“Registration Statement”), which are attached to this letter as Exhibit A.

 For convenience of reference, each Staff comment
contained in your April 17, 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. The
changes reflected in Exhibit A have been made in response to the Staff’s comments. All page references in responses are to pages of the blacklined version of the Registration Statement included in Exhibit A. 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.

ATLANTA    AUSTIN    BANGKOK    BEIJING    BRUSSELS
   CHARLOTTE    DALLAS    HOUSTON    LONDON    LOS ANGELES

 McLEAN    MIAMI    NEW YORK    NORFOLK    RALEIGH    RICHMOND    SAN
FRANCISCO    TOKYO    WASHINGTON

 www.hunton.com

 Mr. Michael McTiernan

April 23, 2013

Page 2

 Distribution Policy, page 62

1.
Please clarify for us, and revise your disclosure to clearly state, whether your estimated general contracting and real estate services segment profit is a forecast
or a projection. Similarly, the line items should be labeled as such in your footnote and on the face of your calculation of estimated cash available for distribution. In your response please tell us whether your estimate has been prepared in
accordance with the AICPA standards for forecasts and projections.

 RESPONSE: The Company has revised
its disclosure on pages 64, 66 and 67 to clearly state that its cash flows from general contracting and real estate services for the year ending December 31, 2013 is a forecast. The Company’s forecasted operating, investing and financing
cash flows from general contracting and real estate services for the year ending December 31, 2013 is a financial forecast as defined in section 3.04 of the AICPA Guide for Prospective Financial Information. The Company’s forecast has been
prepared in accordance with the AICPA standards for forecasts.

2.
Please explain to us how you have met all of the requirements of Item 10(b)(2) of Regulation S-K related to your projections of general contracting and real
estate services profit. To the extent you have determined that certain line items required by Item 10(b)(2) of Regulation S-K are not required or applicable, please provide us with the basis for your conclusions.

RESPONSE: The Company has revised its disclosure on pages 64, 66 and 67 to include forecasted general contracting and real estate
services revenues and segment profit for the year ending December 31, 2013. The Company has not disclosed forecasted general contracting and real estate services earnings per share for the year ending December 31, 2013 because such
disclosure would not be applicable or meaningful in the Company’s calculation of cash available for distribution to stockholders and common unitholders.

 Mr. Michael McTiernan

April 23, 2013

Page 3

3.
Clarify how the profit presented is highly correlated to the cash flows anticipated to be received from this segment. In light of the uncertainty surrounding the
timing of revenue recognition and given cash flows do not necessarily correspond to revenue recognized under the percentage of completion method, please disclose assumptions made that support how the forecasted profit provided by general contracting
and real estate services for the year ended December 31, 2013 will fund your estimated distribution. The supporting evidence should include but not be limited to the items outlined below.

•

 A description of the accounting principles used and a statement indicating whether or not these principles are consistent with those used to prepare
your historical financial statements;

•

 The amount of estimated cost overruns. To the extent no cost overruns were assumed, explain how you determined that assumption was reasonable and
include cautionary language stating the effect on cash available for distribution if cost overruns do occur

•

 Any contractual billing terms that effect the timing of receipt of general contracting cash flows

RESPONSE: The Company has enhanced the disclosure regarding its forecasted cash flows from general contracting and real estate
services to include a reconciliation of forecasted net operating income to forecasted operating cash flows from general contracting and real estate services for the year ending December 31, 2013. In accordance with the AICPA standards for
forecasts, the Company has also revised its disclosure to include the following:

•

 a summary of significant assumptions including those with respect to cost overruns and billing terms; and

•

 a summary of significant accounting policies including a statement indicating that such policies are consistent with those used to prepare its
historical financial statements.

 Mr. Michael McTiernan

April 23, 2013

Page 4

4.
Please include adjustments for any investing and financing activities related to this segment. In addition, please provide us with a summary of, and separately
disclose, any adjustments related to general contracting and real estate services conducted with related parties.

 RESPONSE: The Company respectfully advises the Staff that it does not forecast any such cash flows from investing or financing activities for the year ending December 31, 2013. More
specifically, the Company does not forecast any equipment purchases or any borrowings or repayments of debt by this segment for the year ending December 31, 2013. The Company has disclosed these assumptions on pages 66 and 67 in its discussion
of forecasted investing and financing cash flows from general contracting and real estate services for the year ending December 31, 2013.

 In response to the Staff’s comment, the Company has revised its disclosure to include a summary of forecasted cash flows from related parties for the year ending December 31, 2013.

5.
In your Management’s Discussion and Analysis you disclose that 20 construction projects were in progress as of December 31, 2012, and you expect that seven
of these contacts will be on-going upon completion of the offering. Tell us how you considered the cash flow streams of the 11 contracts that were in progress at December 31, 2012 but were expected to be completed prior to the offering in your
adjustments to arrive at cash available for distribution for the year ending December 31, 2013.

RESPONSE: The Company has included the cash flow streams of all 13 construction contracts that were in progress at
December 31, 2012 and are expected to be completed prior to the offering in its forecasted operating cash flows for the year ending December 31, 2013. In its revised disclosure on pages 64, 66 and 67, the Company has included the
forecasted revenue, expenses and changes in assets and liabilities of all 13 of these contracts in its reconciliation of forecasted net operating income to forecasted operating cash flows for the year ending December 31, 2013. The
Company’s forecasts with respect to these 13 contracts consider actual results as of March 31, 2013.

 Mr. Michael McTiernan

April 23, 2013

Page 5

 Unaudited Pro Forma Financial Statements

 For the Year Ended December 31, 2012

6.
We have considered your response to our prior comment 6. Please address the following items as they relate to your analysis.

•

 For each related party group you have identified, please explain to us how each entity meets the definition of a related party in accordance with
ASC Topic 850.

 RESPONSE: As the Company communicated in its letter dated March 26, 2013 in
response to prior comment 29 contained in the Staff’s March 11, 2013 comment letter, the Company concluded that Mr. Hoffler controls all but two of the entities that comprise the Predecessor (the “Controlled Entities”).
Since Mr. Hoffler controls each of the Controlled Entities of the Predecessor, the Company intends to account for the combination of the Controlled Entities as a reorganization of entities under common control. As communicated in the
Company’s response letter dated March 26, 2013 to the Staff, certain of the Controlled Entities were determined to be variable interest entities under the provisions of ASC 810. For those entities, the Company evaluated whether
Mr. Hoffler has a controlling financial interest by holding power and benefits, as defined in ASC 810-10-25-38A, and thus is the entity’s primary beneficiary. For those entities in which it was determined that no party alone, including
Mr. Hoffler, holds power and benefits, the Company then evaluated whether power and benefits were held by Mr. Hoffler and his related parties as a group. Pursuant to ASC 810-10-25-43, for purposes of the Variable Interest Entities
subsection of the codification, the term related parties includes those parties identified in ASC 850.

 ASC 850-10-20 defines
the term “related parties” as follows:

 Mr. Michael McTiernan

April 23, 2013

Page 6

 Related parties include:

•

 Affiliates of the entity.

•

 Entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option
Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity.

•

 Trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management.

•

 Principal owners of the entity and members of their immediate families.

•

 Management of the entity and members of their immediate families.

•

 Other parties with which the entity may deal if one party controls or can significantly influence the management or operating policies of the other to
an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.

•

 Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in
one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

ASC 850-10-20 further defines the term “affiliates” as “a party that, directly or indirectly through one or more
intermediaries, controls, is controlled by, or is under common control with an entity.”

 In addition to those parties
identified in ASC 850, the term related parties in ASC 810-10-25-43 includes other parties that are de facto agents of the variable interest holder. ASC 810-10-25-43 defines de facto agents as:

a.
A party that cannot finance its operations without subordinated financial support from the reporting entity, for example, another VIE of which the reporting
entity is the primary beneficiary.

b.
A party that received its interests as a contribution or a loan from the reporting entity.

c.
An officer, employee, or member of the governing board of the reporting entity.

d.
A party that has an agreement that it cannot sell, transfer, or encumber its interests in the VIE without the prior approval of the reporting entity. The right of prior
approval creates a de facto agency relationship only if that right could constrain the other party’s ability to manage the economic risks or realize the economic rewards from its interests in a VIE through the sale, transfer, or encumbrance of
those interests. However, a de facto agency relationship does not exist if both the reporting entity and the party have right of prior approval and the rights are based on mutually agreed terms by willing, independent parties.

e.
A party that has a close business relationship like the relationship between a professional service provider and one of its significant clients.

 Mr. Michael McTiernan

April 23, 2013

Page 7

 The persons or entities comprising each related party group that the Company identified
in its letter dated April 12, 2013 in response to prior comment 6 contained in the Staff’s April 5, 2013 comment letter, are either related parties of Mr. Hoffler, as defined in ASC 850-10-20, or de facto agents of
Mr. Hoffler, as defined in ASC 810-10-25-43, because they are either:

•

 individuals who hold equity interests that cannot be sold, transferred or encumbered without the prior approval of Mr. Hoffler; or

•

 entities that are controlled by Mr. Hoffler and therefore affiliates of Mr. Hoffler.

The Company describes its considerations in further detail below regarding the related party group for the Controlled Entities.

 Corporations A and B

 The Company respectfully directs the Staff to its response to prior comment 6 regarding Corporations A and B in which the Company noted that the related party group is comprised of each of the
shareholders of Corporations A and B. Each of the shareholders of Corporations A and B, including Messrs. Haddad and Kirk who represent two of the three directors of Corporations A and B along with Mr. Hoffler, are party to an agreement with
Mr. Hoffler whereby if the shareholder wishes to sell, transfer or encumber such interest it may not be done without the approval of Mr. Hoffler. Such agreements were executed at the time the equity interest was obtained by the
shareholders and were not entered into in anticipation of the Company’s initial public offering. Furthermore, the agreement is not reciprocal as Mr. Hoffler is not required to obtain approval of the other shareholders if he wishes to sell,
transfer or encumber his interests in Corporations A and B.

 Mr. Michael McTiernan

April 23, 2013

Page 8

 As a result, the Company believes that each of the shareholders in Corporations A and B
are considered de facto agents and therefore related parties of Mr. Hoffler under the guidance in ASC 810-10-15-43(d).

 As
the Company communicated in its letter dated April 12, 2013 in response to prior comment 6 contained in the Staff’s April 5, 2013 comment letter, Mr. Hoffler controls 50% of the voting rights of both Corporations A and B and was
significantly involved in the design of the Corporations. Additionally no other individual shareholder controls more than 20% of such voting rights. As a result, Mr. Hoffler is by far the largest individual shareholder of both entities and,
therefore, the activities of Corporations A and B 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
Corporations A and B. Based on the foregoing analysis, the Company concluded that Mr. Hoffler was the party within the related party group most closely associated with the entity and therefore its

April 17, 2013

Via E -mail
Louis S. Haddad
President and Chief Executive Officer
Armada Hoffler Properties, Inc.
222 Central Park Avenue, Suite 2100
Virginia Beach, Virginia 23462

Re: Armada Hoffler Properties, Inc.
Amendment No. 1 to Registration Statement on Form S -11
Filed April 12 , 2013
  File No. 333 -187513

Dear Mr. Haddad:

We have reviewed your registration statement  and have the following comments.  In
some of our comments,  we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your fa cts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Distribution Policy, page 62

1. Please clarify for us, and revise your disclosure to clearly state, whether your estimated
general contracting and real estate services segment profit is a forecast or a projection.
Similarly, the line items should be labeled as such in your footnote and on the face of
your calculation of estimated cash available for distribution.  In your response please tell
us whether your estimate has been prepared in accordance with the AICPA standards for
forecasts and p rojections.

2. Please explain to us how you have met all of the requirements of Item 10(b)(2) of
Regulation S -K related to your projections of general contracting and real estate services
profit.  To the extent you have determined that certain line items re quired by Item
10(b)(2) of Regulation S -K are not required or applicable, please provide us with the
basis for your conclusions.

Louis S. Haddad
Armada Hoffler Properties, Inc.
April 17, 2013
Page 2

 3. Clarify how the profit presented is highly correlated to the cash flows anticipated to be
received from this segment.  In ligh t of the uncertainty surrounding the timing of revenue
recognition and given cash flows do not necessarily correspond to revenue recognized
under the percentage of completion method, please disclose assumptions made that
support how the forecasted profit p rovided by general contracting and real estate services
for the year ended December 31, 2013 will fund your estimated distribution. The
supporting evidence should include but not be limited to the items outlined below.

 A description of the accounting pri nciples used and a statement indicating
whether or not these principles are consistent with those used to prepare your
historical financial statements;

 The amount of estimated cost overruns.  To the extent no cost overruns were
assumed, explain how you determined that assumption was reasonable and
include cautionary language stating the effect on  cash available for distribution if
cost overruns do occur;

 Any contractual billing terms that effect the timing of receipt of general
contracting cash flows.

4. Please include adjustments for any investing and financing activities related to this
segment.  In addition, please provide us with a summary of, and separately disclose, any
adjustments related to general contracting and real estate services conducted wi th related
parties.

5. In your Management’s Discussion and Analysis you disclose that 20 construction
projects were in progress as of December 31, 2012, and you expect that seven of these
contacts will be on -going upon completion of the offering. Tell us how  you considered
the cash flow streams of the 11 contracts that were in progress at December 31, 2012 but
were expected to be completed prior to the offering in your adjustments to arrive at cash
available for distribution for the year ending December 31, 2 013.

Unaudited Pro Forma Financial Statements

For the Year Ended December 31, 2012

6. We have considered your response to our prior comment 6.  Please address the following
items as they relate to your analysis:

 For each related party group you have ide ntified, please explain to us how each entity
meets the definition of a related party in accordance with ASC Topic 850.

Louis S. Haddad
Armada Hoffler Properties, Inc.
April 17, 2013
Page 3

  We note your conclusion that certain employees including Messrs. Haddad and Kirk
are de facto agents of Mr. Hoffler.  Your conclusion is  based in part on the fact that
these individuals are employed by Mr. Hoffler.  Please clarify for us whether these
individuals are employed directly by Mr. Hoffler as a sole proprietor or if they are
employed by a corporation or other entity.

 You have de termined that Mr. Hoffler controls certain VIEs in part through rights
granted him as a manager under the terms of an operating agreement.  Please
summarize the rights granted to Mr. Hoffler in these agreements and clarify for us
how these rights differ fr om those granted to other managers.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event  you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing ef fective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company  may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of  1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date o f the
registration statement.

Louis S. Haddad
Armada Hoffler Properties, Inc.
April 17, 2013
Page 4

 You may contact Shannon Sobotka, Staff Accountant, at (202) 551 -3856 or Robert
Telewicz, Staff Accountant, at (202) 551 -3438 if you have questions regarding comments on the
financial statements and related matters.  Plea se contact Folake Ayoola, Attorney Advisor, at
(202) 551 -3673 or me at (202) 551 -3852 with any other questions.

Sincerely,

 /s/ Michael McTiernan

Michael McTiernan
Assistant Director

CORRESP
1
filename1.htm

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

  Page
 2

 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

  Page
 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

  Page
 4

 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

  Page
 5

 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

  Page
 6

 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

  Page
 7

 Power Criteria

Th

April 5, 2013

Via E -mail
Louis S. Haddad
President and Chief Executive Officer
Armada Hoffler Properties, Inc.
222 Central Park Avenue, Suite 2100
Virginia Beach, Virginia 23462

Re: Armada Hoffler Properties, Inc.
Registration Statement on Form S -11
Filed March 26, 2013
  File No. 333 -187513

Dear Mr. Haddad:

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstanc es or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Risk F actors, 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.

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.

Louis S. Haddad
Armada Hoffler Properties, Inc.
April 5, 2013
Page 2

 Distribution Policy, page 72

3. We note that you have assu med 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.

4. We note your responses to our prior comments ten and eleven. W e 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 contrac ting and real estate services
operations from your calculation of cash available for distribution.

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.

Unaudited Pro Forma Financial Statement s

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. Hoff ler 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 d o 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 -
10-15-14(b) please include a detailed description of the vot ing interests of both
Mr. Hoffler and the other partners.

 For those VOEs which “Mr. Hoffler holds majority voting rights”, please confirm
for us, if true, that Mr. Hoffler holds a more than 50% voting ownership interest
in each entity

 For those  entities that are controlled by a managing member or general partner tell
us how you concluded that Mr. Hoffler controls the managing member or general
partner.

Louis S. Haddad
Armada Hoffler Properties, Inc.
April 5, 2013
Page 3

 Consolidated Pro Forma Income Statement, page F -4

2. Adjustments to the Pro Forma Consolidated State ments of Operations

Footnote GG, page F -8

7. We note your response to our prior comment thirty one.  Please clarify for us how you
determined that items such as insurance or transfer agent quotes and proposed restricted
stock awards are factually supportabl e.

Signatures, page II -4

8. Please file Rule 438 consents for all your proposed directors.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disc losures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

 should the Commission or the  staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date  of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offe ring of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Louis S. Haddad
Armada Hoffler Properties, Inc.
April 5, 2013
Page 4

 You may contact Shannon Sobotka, Staff Accountant, a t (202) 551 -3856 or Robert
Telewicz, Staff Accountant, at (202) 551 -3438 if you have questions regarding comments on the
financial statements and related matters.  Please contact Folake Ayoola, Attorney Advisor, at
(202) 551 -3673 or me at (202) 551 -3852 with any other questions.

Sincerely,

 /s/ Michael McTiernan

Michael McTiernan
Assistant Director

CORRESP
1
filename1.htm

SEC COVER LETTER

 HUNTON & WILLIAMS LLP

 RIVERFRONT PLAZA, EAST TOWER

 951 EAST BYRD STREET

RICHMOND, VIRGINIA 23219-4074

TEL         804 • 788 • 8200

 FAX         804 • 788 • 8218

 March 26, 2013

 VIA EDGAR

 Ms. Sonia Barros

United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

RE:
Armada Hoffler Properties, Inc.

Confidential Draft Registration Statement on Form S-11

 Submitted February 12, 2013

 CIK No. 0001569187

Dear Ms. Barros:

 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”), the Company’s Registration Statement on Form S-11
(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 March 11, 2013.

 For convenience of reference, each Staff comment contained in
your March 11, 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 Registration Statement filed by the Company on the date hereof, one copy of which has been marked to reflect changes made to the confidential draft registration statement submitted confidentially by the Company to the
Commission on February 12, 2013. The changes reflected in the Registration Statement 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

 Ms. Sonia Barros

 March 26, 2013

  Page
 2

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. Where requested, or as noted below, certain information will be provided supplementally.

 General

1.
If you intend to respond to these comments with an amended draft registration statement, please submit it and any associated correspondence in accordance with the
guidance we provide in the Division’s October 11, 2012 announcement on the SEC website at http://www.sec.gov/divisions/corpfin/cfannouncements/drsfilingprocedures101512.htm.

RESPONSE: The Company has elected to file the Registration Statement rather than submit an amended draft registration
statement.

2.
Please keep in mind that we may publicly post filing review correspondence in accordance with our December 1, 2011 policy
(http://www.sec.gov/divisions/corpfin/cfannouncements/edgarcorrespondence.htm). If you intend to use Rule 83 (17 CFR 200.83) to request confidential treatment of information in the correspondence you submit on EDGAR, please properly mark that
information in each of your confidential submissions to us so we do not repeat or refer to that information in our comment letters to you.

 RESPONSE: The Company acknowledges the Staff’s comment.

3.
Please supplementally provide us with copies of all written communications, as defined in Rule 405 under the Securities Act, that you, or anyone authorized to do so
on your behalf, present to potential investors in reliance on Section 5(d) of the Securities Act, whether or not they retain copies of the communications. Similarly, please supplementally provide us with any research reports about you that are
published or distributed in reliance upon Section 2(a)(3) of the Securities Act of 1933 added by Section 105(a) of the Jumpstart Our Business Startups Act by any broker or dealer that is participating or will participate in your
offering.

 RESPONSE: The Company acknowledges the Staff’s comment and advises the Staff
that (i) neither the Company nor any other party, including the

 Ms. Sonia Barros

 March 26, 2013

  Page
 3

underwriters, has used any written communications in reliance on Section 5(d) of the Securities Act to date and (ii) the Company has been advised by the underwriters that, to date, no
research reports have been published or distributed in reliance upon Section 2(a)(3) of the Securities Act by any broker or dealer that will participate in the offering.

4.
Prior to effectiveness, please file on EDGAR the FINRA no objection letter or have a FINRA staff member call us to confirm FINRA clearance.

 RESPONSE: The Company acknowledges the Staff’s comment and confirms that, prior to
effectiveness, it will either file the FINRA no objection letter on EDGAR or have a FINRA staff member call the Staff to confirm FINRA clearance.

 Our Competitive Strengths, page 2

5.
We note your disclosure on page 3 where you discussed your completed projects. In an appropriate section of the prospectus, please revise to provide the development
costs per square foot, clarifying whether leasing costs are included.

 RESPONSE: The Company
advises the Staff that projects described on pages 3 and 4 under the bullet point entitled “Extensive Experience with Construction and Development” are projects that the Predecessor built for third party clients on a fee basis and the
disclosure under this heading is intended to provide information regarding the types of third party construction activities that the Predecessor has undertaken historically. The Company does not believe that development costs per square foot or
leasing cost information for these projects, which are neither owned by the Predecessor nor will be owned by the Company upon completion of the formation transactions and the offering, is relevant to an investor in the common stock of the Company.
These projects illustrate the Company’s third party construction capabilities.

 Ms. Sonia Barros

 March 26, 2013

  Page
 4

 Initial Portfolio, page 5

6.
We note that you have included properties in this table that you rent and for which the rent paid by you is eliminated from your revenues in consolidation. Please
consider presenting these properties separately and removing them from the weighted average subtotals.

RESPONSE: In response to the Staff’s comment, the Company has added the following additional disclosure in the
Registration Statement:

•

 On pages 8 and 131, the Company has revised the lead-in language to the property overview tables to call attention to the three properties in which
Armada Hoffler leased space as of December 31, 2012 and the fact that the rent paid by Armada Hoffler for such space will be eliminated in consolidation as a result of the formation transactions; and

•

 On pages 8, 9, 131 and 132, the Company has inserted footnotes to the subtotal/weighted average disclosures (footnotes 8 and 11 to the tables) to
clarify that the numbers in the table reflect square footage and annual rent for space leased by the Company. In such footnotes, the Company also has disclosed what the net rentable square feet, percentage leased, annualized base rent and annualized
base rent per leased square foot would be if space leased by the Company were excluded from the tables.

 The
Company believes that such additional disclosure is balanced and provides appropriate information to prospective investors regarding the properties in which the Company occupies space, including the impact of such space on certain of the
Company’s financial and operating data.

 Our Identified Development Pipeline, page 7

7.
Please revise to provide the costs incurred to date for each of the projects, as applicable. This comment also applies to your disclosure in the business section,
starting on page 150.

 RESPONSE: The Company has added disclosure regarding costs incurred as
of December 31, 2012 in the tables on pages 10, 81 and 174 in response to the Staff’s comment.

 Formation Transactions, page 9

8.
Please tell us why you have not included the purchase agreement to acquire the Apprentice School Apartments and the representation, warranty and indemnity agreement
between you and Mr. Hoffler in the exhibit list. Refer to Item 601(b)(10) of Regulation S-K.

RESPONSE: The Company acknowledges the Staff’s comment and advises the Staff that it will file the referenced
agreements as exhibits with a future pre-effective amendment to the Registration Statement and has added the agreements to the exhibit index.

 Ms. Sonia Barros

 March 26, 2013

  Page
 5

9.
Please include the severance plan as an exhibit to the registration statement or advise. Refer to Item 601(b)(10) of Regulation S-K.

 RESPONSE: The Company acknowledges the Staff’s comment and advises the Staff that it will
file the severance plan as an exhibit with a future pre-effective amendment to the Registration Statement and has added the severance plan to the exhibit index.

 Summary Selected Financial Data

 Distribution Policy, page 57

10.
We note that approximately half of your revenue as of September 30, 2012 is derived from general contracting and real estate services. Please explain to us how
you determined it would be appropriate to present cash flows available for distribution and an expected dividend given the unpredictable nature of these cash flows.

RESPONSE: The Company believes that it is appropriate to include expected cash flows from general contracting and real
estate services in determining estimated cash available for distribution for the year ending December 31, 2013. The Company acknowledges that, over time, revenues and cash flows from general contracting and real estate services may be less
predictable than rental income, rental expenses and real estate taxes. However, the Company believes that expected general contractor and real estate revenue and general contractor expenses for the year ending December 31, 2013 relating to
signed construction contracts, including both work in progress as well as contracts entered into after December 31, 2012, can be reasonably estimated based on the Company’s recent historical experience. The Company has revised the
disclosure on page 66 to clarify that, in determining estimated initial cash available for distribution for the 12 months ending December 31, 2013, the Company has eliminated 2012 actual general contracting and real estate services segment
profit and is utilizing estimated revenues and segment profit expected to be recognized during the year ending December 31, 2013 from general contracting and real estate services relating to executed construction contracts. In addition, in
estimating segment profit on general contracting and real estate services revenues for the year ending December 31, 2013, the Company is utilizing a segment profit margin based on the most recent three year average for the Predecessor.

 Ms. Sonia Barros

 March 26, 2013

  Page
 6

11.
The above comment notwithstanding, explain to us how you have adjusted your cash flows available for distribution for construction contracts expected to be completed
during 2012 and 2013.

 RESPONSE: As noted in the response to Comment 10 above, the Company is
not utilizing historical 2012 cash flows from the general contracting and real estate services segment and has eliminated 2012 actual general contracting and real estate services profit, but rather is utilizing expected cash flows relating to signed
construction contracts expected to be recognized for the year ending December 31, 2013 and utilizing a segment profit margin for the revenues from such contracts based on the most recent three year average for the Predecessor.

12.
We note your adjustment to cash flows used in financing activities for long-term lease obligations. Please provide more detail as to the nature of these obligations.
In your response tell us when the agreement was signed and the significant lease terms.

 RESPONSE:
The Company has added disclosure on page 64 and in footnote 15 on page 68 to clarify that the long-term lease obligations referenced on page 64 represent obligations under ground leases under which subsidiaries of the Company will be lessees.
The Company advises the Staff that the long-term lease obligations referred to in the adjustment to cash flows relate to a contractual rent increase pursuant to the terms of the ground lease for the Broad Creek Shopping Center property, which
increase is expected to be approximately $37,000 in 2013 when compared to 2012. We refer the Staff to the discussion of the material terms of the Broad Creek Shopping Center ground lease on page 155 under the heading “Business and
Properties—Broad Creek Shopping Center Ground Leases.”

13.
Please refer to footnote 11. Please tell us how the total weighted average general improvements presented in this footnote compares to the general improvements
projected to be made for the year ended December 31, 2013.

 RESPONSE: The Company advises
the Staff that, at this time, it has no significant capital expenditures relating to general improvements (excluding tenant and leasing commission costs) and believes the estimated provision for general improvements (excluding tenant and leasing
commission costs) for the year ending December 31, 2013, based on the average annual general improvement expenditures (excluding tenant and leasing commission costs) per square foot incurred during the years ended December 31, 2010, 2011 and 2012,
accurately reflects the general improvements projected to be made for the year ending December 31, 2013. The Company further advises the Staff that it has included provisions for contractually obligated tenant improvements and leasing commission
cost for 2013 in footnote 11 on page 67.

 Ms. Sonia Barros

 March 26, 2013

  Page
 7

14.
Please also revise footnote 11 to define what “recurring capital expenditures” means and provide examples of “general improvements.”

 RESPONSE: The Company has revised the disclosure on pages 64 and 68 to conform terminology and
define “general improvements” in response to the Staff’s comment.

15.
Please revise footnote 12 to indicate, if true, that you will not be refinancing the applicable mortgage loan.

RESPONSE: The Company advises the Staff that it is in the process of extending the maturity of all of the loans that were
scheduled to mature in 2013. The Company has revised the disclosure on pages 97 and 98 to reflect the extensions received to date and will further revise the disclosure to reflect the additional extensions in a future pre-effective amendment to the
Registration Statement.

 Dilution, page 64

16.
Please provide the relative contribution disclosure required by the first sentence of Item 506 of Regulation S-K.

RESPONSE: The Company acknowledges the Staff’s comment and advises the Staff that it does not believe that it is
appropriate to include the disclosure described in the first sentence of Item 506 of Regulation S-K. The first sentence of Item 506 of Regulation S-K provides that: “[w]here common equity securities are being registered and there is
substantial disparity between the public offering price and the effective cash costs to officers, directors, promoters and affiliated persons of common equity acquired by them in transactions during the past five years, or which they have the right
to acquire, and the registrant is not subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act immediately prior to the filing of the registration statement, there shall be included a comparison of the public
contribution under the proposed public offering and the effective cash contribution of such persons.”

 The Company is a
newly-organized Maryland corporation with no operating history. The only common equity of the Company to be acquired by affili

March 11, 2013

Via E -mail
Louis S. Haddad
President and Chief Executive Officer
Armada Hoffler Properties, Inc.
222 Central Park Avenue, Suite 2100
Virginia Beach, Virginia 23462

Re: Armada Hoffler Properties, Inc.
Confidential Draft Registration Statement on Form S -11
Submitted February 12, 2013
  CIK No. 0001569187

Dear Mr. Haddad:

We have reviewed your confidential draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended confidential draft registr ation statement or publicly filing your registration statement
on EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the in formation you provide in response to these comments and your
amended confidential draft registration statement or filed registration statement, we may have
additional comments.

General

1. If you intend to respond to these comments with an amended draft registration
statement, please submit it and any associated correspondence in accordance with
the guidance we provide in the Division’s October 11, 2012 announcement on the
SEC website at
http://www.sec.gov/divisions/corpfin/cfannouncements/drsfilingproced ures10151
2.htm.

2. Please keep in mind that we may publicly post filing review correspondence in
accordance with our December 1, 2011 policy
(http://www.sec.gov/divisions/corpfin/cfannouncements/edgarcorrespondence.ht
m).  If you intend to use Rule 83 (17 CFR  200.83) to request confidential

Louis S. Haddad
Armada Hoffler Properties, Inc.
 March 11, 2013
 Page 2

 treatment of information in the correspondence you submit on EDGAR, please
properly mark that information in each of your confidential submissions to us so
we do not repeat or refer to that information in our comment letter s to you.

3. Please supplementally provide us with copies of all written communications, as
defined in Rule 405 under the Securities Act, that you, or anyone authorized to do
so on your behalf, present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or not they retain copies of the
communications.   Similarly, please supplementally provide us with any research
reports about you that are published or distributed in reliance upon Section 2(a)(3)
of the Securities Act of 1933 a dded by Section 105(a) of the Jumpstart Our
Business Startups Act by any broker or dealer that is participating or will
participate in your offering.

4. Prior to effectiveness, please file on EDGAR the FINRA no objection letter or
have a FINRA staff member c all us to confirm FINRA clearance.

Our Competitive Strengths, page 2

5. We note your disclosure on page 3 where you discussed your completed projects.
In an appropriate section of the prospectus, please revise to provide the
developments costs per square foot, clarifying whether leasing costs are included.

Initial Portfolio, page 5

6. We note that you have included properties in this table that you rent and for which
the rent paid by you is eliminated from your revenues in consolidation.  Please
consider pr esenting these properties separately and removing them from the
weighted average subtotals.

Our Identified Development Pipeline, page 7

7. Please revise to provide the costs incurred to date for each of the projects, as
applicable. This comment also appli es to your disclosure in the business section,
starting on page 150.

Formation Transactions, page 9

8. Please tell us why you have not included the purchase agreement to acquire the
Apprentice School Apartments and the representation, warranty and indemnity
agreement between you and Mr. Hoffler in the exhibit list. Refer to Item
601(b)(10) of Regulation S -K.

9. Please include the severance plan as an exhibit to the registration statement or
advise. Refer to Item 601(b)(10) of Regulation S -K.

Louis S. Haddad
Armada Hoffler Properties, Inc.
 March 11, 2013
 Page 3

Summary Selected Financial Data

Distribution Policy, page 57

10. We note that approximately half of your revenue as of September 30, 2012 is
derived from general contracting and real estate services.  Please explain to us
how you determined it would be appropriate to present cash flows available for
distribution and an expected dividend given the unpredictable nature of these cash
flows.

11. The above comment notwithstanding, explain to us how you have adjusted your
cash flows available for distribution for construction contracts expected t o be
completed during 2012 and 2013.

12. We note your adjustment to cash flows used in financing activities for long -term
lease obligations. Please provide more detail as to the nature of these obligations.
In your response tell us when the agreement was sig ned and the significant lease
terms.

13. Please refer to footnote 11.  Please tell us how the total weighted average general
improvements presented in this footnote compares to the general improvements
projected to be made for the year ended December 31, 2013 .

14. Please  also revise footnote 11 to define what “recurring capital expenditures”
means and provide examples of “general improvements.”

15. Please revise footnote 12 to indicate, if true, that you will not be refinancin g the
applicable mortgage loan.

Dilution, page 64

16. Please provide the relative contribution disclosure required by the first sentence of
Item 506 of Regulation S -K.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
68

17. We note your leasing a ctivity discussion on page 74.  For your office and retail
segments, please revise your disclosure to include a more detailed discussion of
leasing activity during the reporting period, including the amount of new leases
and renewed leases executed, the am ount of leases that were not renewed, and
leasing costs, such as tenant improvement costs and leasing commissions. With
respect to renewed leases, please provide quantitative disclosure comparing new

Louis S. Haddad
Armada Hoffler Properties, Inc.
 March 11, 2013
 Page 4

 rents on such renewed leases to prior rents.  Please pro vide such comparisons
using effective rent per square foot, adjusted for free rent periods.

18. We note your disclosure on page 118 that 8.1% of your office and retail portfolio
leases will expire in 2013. Please revise to discuss the relationship between
market rents and expiring rents  for each of your office and retail portfolio s
separately .

Formation Transactions, page 69

19. Please explain to us whether the acquisition of the Apprentice School Apartments
is considered to be probable, and if so, whether the property meets the definition
of a sig nificant acquisition in accordance with Rule 3 -05 or 3 -14 of Regulation S -
X.

20. We note your disclosure that certain asset management contracts will be
transferred to the registrant as part of the formation transactions.  Please tell us
whether these contracts will be settled as a result of these transactions and how
you have applied the guidance in ASC Topic 805 -10-55-20.

Segments, page 71

21. We note your disclosure that you have included Bermuda Crossroads and Smith’s
Landing in the segment data pres ented for your retail segment and multifamily
segment respectively.  Please tell us how you determined it would be appropriate
to combine operating statistics for non -consolidated entities with the statistics of
your consolidated portfolio.  In your respon se tell us the individual operating
statistics for each property and the impact including each property had on the total
statistics presented.

Identified Development Pipeline and Property Under Contract

Property Under Contract, page 74

22. Please tell us th e amount of general contracting revenue and segment profit
recognized on the Apprentice School Apartments through the end of the most
recent period presented in your financial statements.

Results of Operations, page 79

23. We note that you disclose the relat ive impact of changes in minimum base rent in
your period to period comparisons.  For base rent, rent rate, occupancy and other
operating data, please revise your disclosure to discuss the relative impact of

Louis S. Haddad
Armada Hoffler Properties, Inc.
 March 11, 2013
 Page 5

 changes in same store results and non -same store  results. Please also disclose how
you define “same store” for these purposes.

24. We note your disclosure on page 71 that you have leased retail properties to
tenants primarily on a triple -net lease basis, and you expect to continue to do so in
the future.  We also note your disclosure on page 85 describing your increased
tenant credit risk associated with a certain tenant at Dick’s at Town Center.
Please expand your disclosure to describe how you will monitor tenant credit
quality in the future.

Consolidated Indebtedness, page 88

25. Please expand your disclosure to address your compliance with debt covenants

Industry and Market Opportunity, page 94

26. We note that the information provided in this section was based upon the report
prepared by RCG for you. Please provide us with support for all quantitative and
qualitative business and industry data used in this section and throughout the
prospectus. Clea rly mark the specific language in the supporting materials. Please
note that the material is being provided pursuant to Rule 418 of the Securities Act
of 1933 and that such material should be returned to the registrant upon
completion of the staff review p rocess.

Management, page 160

27. For James Cherry, Anthony P. Nero and Alan Hunt, please revise to include their
business experience for every year between 2008 and 2013.

Other Relationships, page 237

28. Please revise to identify each underwriter that has a material relationship with you
and state, with specificity, the nature of the relationship. Refer to Item 508(a) of
Regulation S -K.

Unaudited Pro Forma Financial Statements

For the Year Ended September 30, 2012 and December 31, 2011

29. We note your disclos ure that you intend to account for your formation
transactions as a reorganization of entities under common control.  Please tell us
the nature of the common control relationship that existed before and after the
reorganization.  Cite any relevant accounti ng literature in your response.

Louis S. Haddad
Armada Hoffler Properties, Inc.
 March 11, 2013
 Page 6

Consolidated Pro Forma Income Statement, pages F -4 and F -5

30. Please tell us how discontinued operations are expected to have a continuing
impact on your results of operations. Refer to Item 11 -02 (a) of Regulation S -X.

2. Adjustments to the Pro Forma Consolidated Statements of Operations

Footnote FF, page F -10

31. Please explain to us how your adjustments for additional general and
administrative expenses, including but not limited to the adjustment for non -cash
based stock compensation expense, are factually supportable.

Footnote GG, page F -10

32. Please tell us how the adjustments related to your anticipated $100 million
revolving credit facility are factually supportable.

Financial Statements – Armada Hoffler Properties, I nc. Predecessor

Combined Statements of Cash Flows, page F -20

33. Please revise your presentation to separately present new project development
costs and recurring/redevelopment project costs.

Notes to Combined Financial Statements

1. Business and Organization, page F -21

34. Please explain to us your basis for presenting combined predecessor financial
statements.  In your response, tell us the nature of any common control or
common management relationship that exists among the combined entities.  Cite
any relevant accounting literature in your response.

2. Summary of Significant Accounting Policies

Real Estate Investments, page F -23

35. Please tell us whether you capitalized any indirect costs other than interest during
the periods presented.  To the ext ent these amounts are material, please revise
your disclosure to include the amounts capitalized.

Louis S. Haddad
Armada Hoffler Properties, Inc.
 March 11, 2013
 Page 7

 19. Segment Reporting, page F -40

36. Please revise your disclosure to clarify the types of costs included in property
expenses versus those included in genera l and administrative expense.

Exhibit Index

37. We note that you will be filing all exhibits by amendment. If you are not in a
position to file the legal and tax opinions with the next amendment, please
provide us with draft copies for our review.

38. We note the exhibit list includes “form of” agreements. Please advise us if you do
not intend on filing final, executed agreements prior to effectiveness of the
registration statement.

You may contact Shannon Sobotka, Staff Accountant, at (202) 551 -3856 or Robe rt
Telewicz, Staff Accountant, at (202) 551 -3438 if you have questions regarding comments on the
financial statements and related matters.  Please contact Folake Ayoola, Attorney Advisor, at
(202) 551 -3673 or me at (202) 551 -3655 with any other questions.

Sincerely,

 /s/ Sonia Barros

Sonia Barros
Special Counsel

cc: David C. Wright, Esq.