SC TO-I/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(Rule 13e-4)

(Amendment No. 1)

Tender Offer Statement under Section 14(d)(1)

or 13(e)(1) of the Securities Exchange Act of 1934

ACADIA REALTY TRUST

(Name of Subject Company (Issuer))

ACADIA REALTY TRUST

(Name of Filing Person (Offeror))

3.75% Convertible Notes due 2026	004239 AB 5
(Title of Class of Notes)	(CUSIP Number of Class of Notes)

Jon Grisham

Senior Vice President and Chief Accounting Officer

Acadia Realty Trust

1311 Mamaroneck Avenue, Suite 260

White Plains, New York 10605

(914) 288-8100

(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)

Copies to:

Mark Schonberger, Esq.

Goodwin Procter LLP

620 Eighth Avenue

New York, NY 10018

(212) 813-8800

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$24,933,000	$2,857.32

* The transaction value is estimated only for purposes of calculating the filing fee. The purchase price of the 3.75% Convertible Senior Notes due 2026 (the “Notes”), as described herein, is equal to 100% of the principal amount of those Notes. As of November 15, 2011, there was $24,933,000 aggregate principal amount of the Notes outstanding, resulting in an aggregate maximum purchase price of $24,933,000.

** The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals $114.60 per $1,000,000 of transaction value.

x Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	$2,857.32
Form or Registration No.:	Schedule TO/I.
Filing party:	Acadia Realty Trust.
Date filed:	November 18, 2011.

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

¨ third-party tender offer subject to Rule 14d-1.

x issuer tender offer subject to Rule 13e-4.

¨ going-private transaction subject to Rule 13e-3.

¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨

INTRODUCTORY STATEMENT

On November 18, 2011, Acadia Realty Trust, a Maryland real estate investment trust (the “Company”) filed a Tender Offer Statement on Schedule TO (the “Schedule TO”) with respect to the Indenture, dated as of December 11, 2006 (the “Base Indenture”), between the Company, and U.S. Bank, National Association, a national banking association, as trustee (the “Trustee”), as amended and supplemented by the First Supplemental Indenture, dated as of December 11, 2006 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Company and the Trustee, for the Company’s 3.75% Convertible Senior Notes due 2026 (the “Notes”).

The Schedule TO was filed by the Company with respect to the right of each holder (the “Holder”) of the Notes to sell, and the obligation of the Company to purchase, the Notes as set forth in the Issuer Repurchase Option Notice for 3.75% Convertible Senior Notes due 2026, dated November 17, 2011 (the “Company Notice”), and the related notice materials filed as exhibits to the Schedule TO (which Company Notice and related notice materials, as amended or supplemented from time to time, collectively constitute the “Repurchase Option”).

This Amendment No. 1 to the Schedule TO is being filed solely to reflect: (i) a change in the time of expiration of the Repurchase Option; (ii) a clarification of the withdrawal rights available to Holders in the event the Company does not consummate the Repurchase Option and (iii) certain additional information with respect to the credit facility that the Company may use to fund its repurchase of the Notes and is intended to satisfy the disclosure requirements of Rules 13e-4(c)(2) and 13e-4(f)(2)(ii) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Item 1. Summary Term Sheet.

As permitted by General Instruction F to Schedule TO, all of the information set forth in the Supplement to Issuer Repurchase Option Notice, attached as exhibit 99(a)(1)(A)(ii) hereto, is incorporated by reference into this Amendment No. 1 to Schedule TO.

Item 4. Terms of the Transaction.

As permitted by General Instruction F to Schedule TO, all of the information set forth in the Supplement to Issuer Repurchase Option Notice, attached as exhibit 99(a)(1)(A)(ii) hereto, is incorporated by reference into this Amendment No. 1 to Schedule TO.

Item 7. Source and Amount of Funds or Other Consideration.

As permitted by General Instruction F to Schedule TO, all of the information set forth in the Supplement to Issuer Repurchase Option Notice, attached as exhibit 99(a)(1)(A)(ii) hereto, is incorporated by reference into this Amendment No. 1 to Schedule TO.

Item 12. Exhibits.

(a)(1)(A)(i)*            Issuer Repurchase Option Notice for 3.75% Convertible Notes due 2026, dated November 17, 2011 (filed as Exhibit 99(a)(1)(A) to the Company's Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on November 18, 2011 and incorporated herein by reference).

(a)(1)(A)(ii)              Supplement to Issuer Repurchase Option Notice for 3.75% Convertible Notes due 2026, dated November 28, 2011.

(a)(1)(B)*                 Form W-9 (filed as Exhibit 99(a)(1)(B) to the Company's Tender Offer Statement on Schecule TO filed with the Securities and Exchange Commission on November 18, 2011 and incorporated herein  by reference).

(a)(5)*                      Press release issued by the Company on November 17, 2011 (filed as Exhibit 99(a)(5) to the Company's Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on November 18, 2011 and incorporated herein by reference).

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(b)*                         Amended and Restated Revolving Loan Agreement dated as of December 19, 2006 by and among RD Abington Associates LP, Acadia Town Line, LLC, RD Methuen Associates LP, RD Absecon Associates, LP, RD Bloomfield Associates, LP, RD Hobson Associates, LP, and RD Village Associates LP, and Bank of America, N.A. and the First Amendment to Amended and Restated Revolving Loan Agreement dated February, 2007 (filed as Exhibit 10.59 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2007 and incorporated herein by reference).

(d)(1)*                     Indenture, dated as of December 11, 2006, between the Company and U.S. Bank National Association, as trustee (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 11, 2006, and incorporated herein by reference).

(d)(2)*                     First Supplemental Indenture, dated as of December 11, 2006, between the Company and U.S. Bank National Association, as trustee (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 11, 2006, and incorporated herein by reference).

*Previously Filed

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

ACADIA REALTY TRUST
By:	/s/ Michael Nelsen

Date: November 28, 2011

EXHIBIT INDEX

Exhibit Number	Description
99(a)(1)(A)(i)*	Issuer Repurchase Option Notice for 3.75% Convertible Notes due 2026, dated November 17, 2011 (filed as Exhibit 99(a)(1)(A) to the Company’s Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on November 18, 2011 and incorporated herein by reference).
99(a)(1)(A)(ii)	Supplement to Issuer Repurchase Option Notice for 3.75% Convertible Notes due 2026, dated November 28, 2011.
99(a)(1)(B)*	Form W-9 (filed as Annex D to Exhibit 99(a)(1)(A) to the Company’s Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on November 18, 2011 and incorporated herein by reference).
99(a)(5)*	Press release issued by the Company on November 17, 2011 (filed as Exhibit 99(a)(5) to the Company’s Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on November 18, 2011 and incorporated herein by reference).
99(b)*	Amended and Restated Revolving Loan Agreement dated as of December 19, 2006 by and among RD Abington Associates LP, Acadia Town Line, LLC, RD Methuen Associates LP, RD Absecon Associates, LP, RD Bloomfield Associates, LP, RD Hobson Associates, LP, and RD Village Associates LP, and Bank of America, N.A. and the First Amendment to Amended and Restated Revolving Loan Agreement dated February, 2007 (filed as Exhibit 10.59 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2007 and incorporated herein by reference).
99(d)(1)*	Indenture, dated as of December 11, 2006, between the Company and U.S. Bank National Association, as trustee (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 11, 2006, and incorporated herein by reference).
99(d)(2)*	First Supplemental Indenture, dated as of December 11, 2006, between the Company and U.S. Bank National Association, as trustee (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 11, 2006, and incorporated herein by reference).

*Previously Filed

EX-99.A1AII

Exhibit 99(a)(1)(A)(ii)

SUPPLEMENT TO

ACADIA REALTY TRUST

ISSUER REPURCHASE OPTION NOTICE

FOR

3.75% CONVERTIBLE SENIOR NOTES DUE 2026

CUSIP Number 004239 AB 5

November 28, 2011

On November 17, 2011 notice was given (the “Issuer Repurchase Option Notice”) pursuant to Section 2.08 of the First Supplemental Indenture, dated as of December 11, 2006 (the “Supplemental Indenture”), between Acadia Realty Trust, as Issuer (referred to as “we,” “our,” “us” or the “Company”) and U.S. Bank National Association, as trustee and paying agent (the “Trustee” or “Paying Agent”), which supplements that certain Indenture, dated as of December 11, 2006 (the “Base Indenture” and, together with the Supplemental Indenture, the “Indenture”), between the Company and the Trustee, that, at the option of each holder (“Holder”) of the Company’s 3.75% Convertible Notes due 2026 (the “Notes”), the Company will repurchase such Holder’s Notes for 100% of the principal amount of the Notes, plus any accrued and unpaid interest on the Notes to, but not including, the Optional Repurchase Date (the “Optional Repurchase Price”), subject to the terms and conditions of the Indenture, the Notes and the Issuer Repurchase Option Notice and related notice materials, as amended and supplemented from time to time (the “Repurchase Option”).

Additional copies of this Supplement to the Issuer Repurchase Option Notice may be obtained from the Paying Agent at its addresses set forth in the Issuer Repurchase Option Notice.

This Supplement to the Issuer Repurchase Option Notice is being issued solely to reflect (i) a change in the time of expiration of the Repurchase Option; (ii) a clarification of the withdrawal rights available to Holders in the event the Company does not consummate the Repurchase Option and (iii) certain additional information with respect to the credit facility that the Company may use to fund its repurchase of the Notes.

Expiration Date

We have extended the deadline for surrender of the Notes (the “Expiration Date”) from 5:00 p.m. New York City time on Friday, December 16, 2011 to midnight New York City time on Friday December 16, 2011.  All references in the Issuer Repurchase Option Notice to the “Expiration Date”, “5:00 p.m. New York City time on December 16, 2011” or “5:00 p.m. New York City time on Friday, December 16, 2011” with respect to the deadline for surrender of the Notes are hereby revised and replaced and shall be deemed to refer instead to midnight New York City time, on Friday, December 16, 2011.

Withdrawal Rights

We have extended the deadline for exercise of withdrawal rights from 5:00 p.m., New York City Time, on Friday, December 16, 2011 to midnight, New York City Time, on Friday, December 16, 2011.  All references in the Issuer Repurchase Option Notice with respect to the deadline for the exercise of withdrawal rights to “5:00 p.m. New York City time on December 16, 2011” or “5:00 p.m., New York City Time, on Friday, December 16, 2011” are hereby revised and replaced and shall be deemed to refer instead to midnight, New York City Time, on Friday, December 16, 2011.

In addition, pursuant to Exchange Act Rule 13e-4(f)(2)(ii), Holders are advised that if they timely surrendered Notes for purchase under the Issuer Option Repurchase Notice, they are also permitted to withdraw such Notes on or before midnight, New York City Time, on Wednesday, January 18, 2012 in the event that we have not yet accepted the Notes for payment as of that time.

Source of Funds

The following section provides additional information about the credit facility we may utilize to pay the Optional Repurchase Price and supplements and supersedes the section in the Issuer Option Repurchase Notice entitled “2.3 Source of Funds”:

2.3  Source of Funds. In the event any Notes are surrendered and accepted for payment, we intend to use available cash on hand and/or borrowings under our approximately $64.5 million secured revolving credit facility (the “Revolving Credit Facility”) to pay the Optional Repurchase Price for the Notes. The parties to our Revolving Credit Facility are RD Abington Associates LP, Acadia Town Line, LLC, RD Methuen Associates LP, RD Absecon Associates, LP, RD Bloomfield Associates, LP, RD Hobson Associates, LP, and RD Village Associates LP, and Bank of America, N.A.

Under the Revolving Credit Facility, we may borrow up to approximately $64.5 million.  As of November 15, 2011, we had a balance of $1 million outstanding under the Revolving Credit Facility, which accrues interest at 125 basis points over LIBOR, and an outstanding undrawn letter of credit of approximately $4.6 million written against the line leaving approximately $58.9 million of borrowing capacity. The Revolving Credit Facility matures on December 1, 2012 and. is secured by various properties which we own indirectly.  We plan to extend the maturity of the Revolving Credit Facility or, in the alternative, repay all outstanding loan amounts under the Revolving Credit Facility in full on or prior to the current maturity.

Other than as described in the preceding paragraphs, the Issuer Repurchase Option Notice is not altered, supplemented or amended in any respect.