Sec Form 4 Filing - WILLIAMS JOHN A @ PREFERRED APARTMENT COMMUNITIES INC - 2015-09-03

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 WILLIAMS JOHN A 2. Issuer Name and Ticker or Trading Symbol PREFERRED APARTMENT COMMUNITIES INC [ APTS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) PREFERRED APARTMENT COMMUNITIES, INC., 3284 NORTHSIDE PARKWAY NW, SUITE 150 3. Date of Earliest Transaction (MM/DD/YY) 09/03/2015 (Street) ATLANTA, GAUS 30327 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 $0.01 6,200 D Common Stock, par value $0.01 43,265 ( 1 ) I By Nell Partners, Inc. Common Stock, par value $0.01 37,958 I By Spouse Common Stock, par value $0.01 581 I By 2003 Children's Trust ( 2 ) Common Stock, par value $0.01 50 I By son

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 Class A Units ( 3 ) ( 4 ) ( 3 ) ( 4 ) 01/04/2016( 3 )( 4 ) A 76,149 ( 3 ) ( 4 ) ( 3 )( 4 ) ( 3 )( 4 ) Common Stock 76,149 $ 0 79,600 D Class A Units ( 3 ) ( 4 ) ( 3 ) ( 4 ) 01/04/2016 S( 5 ) 79,600 ( 3 ) ( 4 ) ( 5 ) ( 3 )( 4 )( 5 ) ( 3 )( 4 )( 5 ) Common Stock 79,600 $ 13.08 ( 5 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WILLIAMS JOHN A PREFERRED APARTMENT COMMUNITIES, INC. 3284 NORTHSIDE PARKWAY NW, SUITE 150 ATLANTA, GAUS 30327 X Chief Executive Officer Signatures /s/ Jeffrey R. Sprain, as attorney-in-fact 01/06/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )John A. Williams, Leonard A. Silverstein and Daniel M. DuPree share joint voting and investment power over the shares held by NELL Partners, Inc. Mr. Williams disclaims any economic interest in such shares, 63% of which are owned indirectly by the Nancy Ann Richardson Williams Children's Trust, formed on January 30, 1995, a trust created by Mr. Williams' spouse for the benefit of their children; 27% of which are owned indirectly by Northside Partners Trust, formed on November 2, 2009, a trust created by Leonard A. Silverstein's spouse for the benefit of their children; and 10% of which are owned indirectly by Daniel M. DuPree. ( 2 )These shares are held in a trust for the benefit of the reporting person's children. The reporting person's spouse is trustee of the trust. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. ( 3 )Represents Class A Units ("Class A Unit") of Preferred Apartment Communities Operating Partnership, L.P. (the "Operating Partnership"), of which Preferred Apartment Communities, Inc. (the "Company") is the general partner. On January 2, 2015, the reporting person was awarded a maximum of 76,149 Class B Units of the Operating Partnership ("Class B Units") issued in lieu of any reimbursement for annual cash compensation for 2015, subject to certain performance conditions. When earned and vested, each Class B Unit is converted into a Class A Unit. Each Class A Unit may be exchanged for one share of the Company's common stock, or cash, as selected by the Company. Class A Units do not expire. ( 4 )As of January 4, 2016, the Compensation Committee of the Board of Directors of the Company determined that the extent to which the performance measures had been achieved during the performance period resulted in 100%, or 76,149, of the Class B Units becoming earned Class B Units. The earned Class B Units fully vested on January 4, 2016 and were converted into Class A Units on that date. ( 5 )Disposition reflects a transfer for tax and estate planning purposes. Price was paid with a reduction in outstanding debt owed to the purchaser by the reporting person. Price basesd on the closing price of the company's common stock on December 31, 2015, the last trading date before the transfer.

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