Sec Form 4 Filing - ROBERTS CHARLES S @ ACRE REALTY INVESTORS INC - 2015-05-27

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ROBERTS CHARLES S 2. Issuer Name and Ticker or Trading Symbol ACRE REALTY INVESTORS INC [ AIII] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Vice President (Last) (First) (Middle) 375 NORTHRIDGE ROAD, SUITE 330 3. Date of Earliest Transaction (MM/DD/YY) 05/27/2015 (Street) ATLANTA, GA30350 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, par value $.01 per share 05/27/2015 S 100 D ( 1 ) $ 1.61 4,282,789 D ( 2 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ROBERTS CHARLES S 375 NORTHRIDGE ROAD SUITE 330 ATLANTA, GA30350 X X Executive Vice President Signatures /s/ Charles S. Roberts 05/29/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )As part of Mr. Roberts' long range estate and tax plan, he is selling a limited number of shares of Company common stock under a one year Rule 10(b)5-1 Plan. Additionally, Rule 144 restricts the number of shares that Mr. Roberts can sell in any three month period to the greater of 1% of the total number of Company shares outstanding or the average weekly reported volume of trading in Company shares for the four preceding trading weeks. Based on the restrictions under Rule 144 on the number of shares Mr. Roberts can sell each quarter, it would take more than 6 years to sell his holdings in the Company if he sold the maximum number of shares allowed each quarter. Given the length of time necessary to diversify some of Mr. Roberts' holdings, he has decided to sell a limited portion of his shares each quarter for the next year in order to accomplish his estate and tax planning objectives. ( 2 )Mr. Roberts' spouse owns 258,705 shares of Company common stock. Mr. Roberts disclaims beneficial ownership of those shares which are included in Column 5 above.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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