8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 26, 2017
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UMH Properties, Inc.
(Exact name of registrant as specified in its charter)
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Maryland	001-12690		22-1890929
(State or other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer Identification No.)
Juniper Business Plaza, Suite 3-C 3499 Route 9 North Freehold, New Jersey (Address of principal executive offices)		07728 (Zip Code)
Registrant's telephone number, including area code:		(732) 577-9997
Not Applicable (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a- 12 under the Exchange Act (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Sec.230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Sec.240.12b-2 of this chapter). Emerging growth company [  ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

Item 7.01 Regulation FD Disclosure.

Closing of Sale of Series C Preferred Stock

On July 26, 2017, UMH Properties, Inc. (the "Company") issued a press release announcing the closing of its previously announced underwritten public offering of shares of its new 6.75% Series C Cumulative Redeemable Preferred Stock ("Series C Preferred Stock"). A total of 5,000,000 shares of such Series C Preferred Stock were issued and sold at the closing.  The Series C Preferred Stock is a new series of Preferred Stock which ranks on a parity with the Company's 8.25% Series A Cumulative Redeemable Preferred Stock (the "Series A Preferred Stock") and the Company's 8.0% Series B Cumulative Redeemable Preferred Stock.  The Series C Preferred Stock has a $25.00 liquidation value per share.

The Series C Preferred Stock was listed on the New York Stock Exchange on July 28, 2017.

A copy of the Company's press release regarding the closing of the offering is attached hereto as Exhibit 99.1.

Redemption of Series A Preferred Stock

On July 31, 2017, the Company issued a press release announcing the redemption of all 3,663,800 issued and outstanding shares of its Series A Preferred Stock.  The redemption date will be August 31, 2017.  A copy of the Company's press release regarding this redemption is attached hereto as Exhibit 99.2.

The information being furnished pursuant to this Item 7.01, including Exhibits 99.1 and 99.2 to this report, shall not be deemed "filed" for any purpose, including for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of such section. The information in this report, including Exhibits 99.1 and 99.2, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically incorporated by reference into any such filing. This report will not be deemed an admission as to the materiality of any information in this report that is required to be disclosed solely by Regulation FD.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits.
99.1	Press Release, dated July 26, 2017.
99.2	Press Release, dated July 31, 2017.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 31, 2017	UMH PROPERTIES, INC.
	By:	/s/ Anna T. Chew
		Name:  Anna T. Chew
		Title:    Vice President, Chief Financial Officer and Treasurer

Exhibit Index

99.1	Press Release, dated July 26, 2017.
99.2	Press Release, dated July 31, 2017.

EX-99.1

Exhibit 99.1

UMH PROPERTIES, INC.

Juniper Business Plaza

3499 Route 9 North, Suite 3-C

Freehold, NJ  07728

(732) 577-9997

Fax (732) 577-9980

FOR IMMEDIATE RELEASE	July 26, 2017
	Contact:Nelli Madden
	732-577-9997

UMH Properties, Inc. Closes Public Offering of 5,000,000 Shares

 of 6.75% Series C Cumulative Redeemable Preferred Stock

FREEHOLD, N.J., July 26, 2017 – UMH Properties, Inc. (NYSE: UMH) today announced the closing of its sale of 5,000,000 shares of its 6.75% Series C Cumulative Redeemable Preferred Stock, liquidation preference $25.00 per share (the "Series C Preferred Stock"), in its previously announced underwritten public offering at an offering price of $25.00 per share.  In addition, as previously disclosed, the Company has granted the underwriters a 30-day over-allotment option to purchase up to an additional 750,000 shares of Series C Preferred Stock.  The Series C Preferred Stock is a new series of Preferred Stock which ranks on a parity with the Company's outstanding 8.25% Series A Cumulative Redeemable Preferred Stock (the "Series A Preferred Stock") and 8.0% Series B Cumulative Redeemable Preferred Stock.  The Series C Preferred Stock has been approved for listing on the New York Stock Exchange.

The Company received net proceeds from the sale of the 5,000,000 shares, after deducting the underwriting discount and other estimated offering expenses, of approximately $120.8 million and plans to use a portion of the net proceeds to redeem its outstanding Series A Preferred Stock.  The balance of the proceeds will be used for general corporate purposes, which may include the purchase of manufactured homes for sale or lease to customers, expansion of its existing communities, potential acquisitions of additional properties and possible repayment of indebtedness on a short-term basis.

The joint bookrunning managers for the offering were BMO Capital Markets Corp. and Stifel, Nicolaus & Company, Incorporated. Co-managers for the offering were D.A. Davidson & Co., FBR Capital Markets & Co., a B. Riley Financial Company, and Janney Montgomery Scott, LLC.

UMH, a publicly-owned REIT, owns and operates one hundred seven manufactured home communities located in New Jersey, New York, Ohio, Pennsylvania, Tennessee, Indiana, Michigan and Maryland.  In addition, the Company owns a portfolio of REIT securities.

The Series C Preferred Stock was issued pursuant to a prospectus supplement and accompanying prospectus under an effective shelf registration statement on file with the Securities and Exchange Commission.

This communication shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction. Any offer of the securities will be made only by means of a prospectus, forming part of the effective registration statement, the applicable preliminary prospectus supplement and other related documents. Copies of the prospectus and the prospectus supplement, subject to completion, relating to these securities may be obtained from BMO Capital Markets Corp. You should direct any requests to BMO Capital Markets Corp., Attention: Syndicate Department, 3 Times Square, 25th Floor, New York, New York 10036 or by telephone at (800) 414-3627 or by email at bmoprospectus@bmo.com.  You may also obtain a copy of the prospectus and the prospectus supplement, subject to completion, and other documents the Company has filed with the Securities and Exchange Commission for free by visiting the Commission's Web site at http://www.sec.gov.

Certain statements included in this press release which are not historical facts may be deemed forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Although the Company believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, the Company can provide no assurance those expectations will be achieved.  These risks include, among others, changes in the general economic climate, increased competition in the geographic areas in which the Company operates, changes in government laws and regulations and the ability of the Company to continue to identify, negotiate and acquire properties on terms favorable to the Company. Additional information concerning these and other factors that could cause actual results to differ materially from those forward-looking statements is contained from time to time in the Company's SEC filings, including, but not limited to, Item 1A. Risk Factors in the Company's Annual Report on Form 10-K for the year ended December 31, 2016. Copies of each filing may be obtained from the Company or the SEC. Consequently, such forward-looking statements should be regarded solely as reflections of the Company's current operating plans and estimates. Actual operating results may differ materially from what is expressed or forecast in this press release. Except as otherwise required by applicable securities law, the Company undertakes no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date these statements were made.

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A NYSE Company: Symbol - UMH

since 1968

EX-99.2

Exhibit 99.2

UMH PROPERTIES, INC.

Juniper Business Plaza

3499 Route 9 North, Suite 3-C

Freehold, NJ  07728

(732) 577-9997

Fax (732) 577-9980

FOR IMMEDIATE RELEASE	July 31, 2017
	Contact:                          Nelli Madden
	732-577-9997

UMH PROPERTIES, INC. ANNOUNCES

REDEMPTION OF ALL OUTSTANDING 8.25% SERIES A PREFERRED STOCK

FREEHOLD, N.J., July 31, 2017. UMH Properties, Inc. (NYSE:UMH) (the "Company") today announced that it will redeem all 3,663,800 issued and outstanding shares of its 8.25% Series A Cumulative Redeemable Preferred Stock (the "Series A Preferred Stock") (CUSIP 903002202) on August 31, 2017 (the "Redemption Date"). The Series A Preferred Stock will be redeemed at a redemption price of $25.00 per share (the "Redemption Price"), which equals the liquidation preference of the Series A Preferred Stock.   The quarterly dividend on the Series A Preferred Stock accruing through the Redemption Date will be paid on September 15, 2017 to holders of record as of the August 15, 2017 record date previously established by the Company's Board of Directors and accordingly such dividends will not be included in the Redemption Price.

After the Redemption Date, the Series A Preferred Stock will no longer be outstanding and all of the rights of the holders of the Series A Preferred Stock will terminate, except the right to receive the Redemption Price and the right of holders as of the August 15, 2017 record date to receive the quarterly dividend payable on September 15, 2017 as described above. Series A Preferred Stock held through the Depository Trust Company will be redeemed in accordance with the applicable procedures of the Depositary Trust Company.

Because all of the issued and outstanding shares of Series A Preferred Stock are being redeemed, trading of the Series A Preferred Stock on the New York Stock Exchange ("NYSE") will cease after the Redemption Date. The Series A Preferred Stock currently trades on the NYSE under the symbol "UMH.PRA".

The notice of redemption and related materials are being mailed to holders of record of Series A Preferred Stock on July 31, 2017. As specified in the notice of redemption, payment of the Redemption Price will be made only upon presentation and surrender of the certificates representing the Series A Preferred Stock to the redemption agent, American Stock Transfer & Trust Company. Questions regarding the redemption of the Series A Preferred Stock, or the redemption procedures, may be directed to American Stock Transfer & Trust Company at:

American Stock Transfer & Trust Company

Operations Center

Attention: Reorganization Department

P.O. Box 2042

New York, New York 10272-2042

(877) 248-6417

ABOUT UMH PROPERTIES, INC.

The Company, a publicly-owned REIT, owns and operates one hundred seven manufactured home communities located in New Jersey, New York, Ohio, Pennsylvania, Tennessee, Indiana, Michigan and Maryland.  In addition, the Company owns a portfolio of REIT securities.

FORWARD-LOOKING STATEMENTS

Certain statements included in this press release which are not historical facts may be deemed forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Although the Company believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, the Company can provide no assurance those expectations will be achieved.  These risks include, among others, changes in the general economic climate, increased competition in the geographic areas in which the Company operates, changes in government laws and regulations and the ability of the Company to continue to identify, negotiate and acquire properties on terms favorable to the Company. Additional information concerning these and other factors that could cause actual results to differ materially from those forward-looking statements is contained from time to time in the Company's SEC filings, including, but not limited to, Item 1A. Risk Factors in the Company's Annual Report on Form 10-K for the year ended December 31, 2016. Copies of each filing may be obtained from the Company or the SEC. Consequently, such forward-looking statements should be regarded solely as reflections of the Company's current operating plans and estimates. Actual operating results may differ materially from what is expressed or forecast in this press release. Except as otherwise required by applicable securities law, the Company undertakes no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date these statements were made.

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A NYSE Company: Symbol - UMH

since 1968