SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

BERNSTEIN KENNETH F

(Last)

(First)

(Middle)

C/O ACADIA REALTY TRUST

1311 MAMARONECK AVENUE, SUITE 260

(Street)

WHITE PLAINS

10605

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ACADIA REALTY TRUST [ AKR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/14/2012

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares of Beneficial Interest - $.001 Par Value	02/14/2012		C		150,000⁽¹⁾	A	⁽¹⁾	545,471⁽²⁾	D

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Limited Partnership Units	⁽¹⁾	02/14/2012		C			150,000	⁽¹⁾	⁽¹⁾	Operating Partnership Units	150,000	⁽¹⁾	349,485⁽³⁾	D
Operating Partnership Units	⁽¹⁾	02/14/2012		C		150,000		⁽¹⁾	⁽¹⁾	Common Shares	150,000	⁽¹⁾	393,228⁽⁴⁾	D
Operating Partnership Units	⁽¹⁾	02/14/2012		C			150,000	⁽¹⁾	⁽¹⁾	Common Shares	150,000	⁽¹⁾	243,558⁽⁵⁾	D

Explanation of Responses:

1. Limited partnership units ("LTIP Units") in Acadia Realty Limited Partnership ("ARLP") were granted to Mr. Bernstein in January of 2007 and 2008, and March of 2009, 2010 and 2011 and vested in accordance with the terms of each grant. The LTIP Units are exchangeable on a 1:1 basis for common operating partnership units of ARLP ("OP Units") which, in turn, are exchangeable on a 1:1 basis for common shares of beneficial interest of Acadia Realty Trust. There is no expiration date for the conversion of the LTIP Units or OP Units.

2. This number represents the total number of shares held by Mr. Bernstein, all of which are vested, unrestricted shares.

3. This number represents the total number of LTIP Units (84 vested and 349,401 unvested) held by Mr. Bernstein following the conversion of 150,000 LTIP Units into an equal number of OP Units, as reported on this Form 4.

4. This number represents the total number of OP Units held by Mr. Bernstein following the conversion of 150,000 LTIP Units into an equal number of OP Units, as reported on this Form 4.

5. This number represents the total number of OP Units held by Mr. Bernstein following the conversion of 150,000 OP Units into an equal number of Common Shares, as reported on this Form 4.

Remarks:

	Kenneth F. Bernstein	02/16/2012
	** Signature of Reporting Person	Date
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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