UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT ~~Pursuant~~PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

toDate ~~Section~~of 13Report ~~or 15~~(d)Date of ~~the~~earliest event reported): April 7, 2017 (April 4, 2017)

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 16, 2016 (December 14, 2016)

ACRE REALTY INVESTORS INC.

(Exact name of registrant as specified in its charter)

Georgia

Georgia
(State or Other Jurisdiction of Incorporation)
001-13183	58-2122873
(Commission File Number)	(IRS Employer Identification No.)
c/o Avenue Capital Group 399 Park Avenue, 6th Floor New York, New York	10022
(Address of Principal Executive Offices)	(Zip Code)
212-878-3504
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)

(State or Other Jurisdiction of Incorporation)

001-13183	58-2122873
(Commission File Number)	(IRS Employer Identification No.)

c/o Avenue Capital Group
399 Park Avenue, 6th Floor
New York, New York	10022
(Address of Principal Executive Offices)	(Zip Code)

212-878-3504

(Registrant’s Telephone Number, Including Area Code)

N/A

(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:

o ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~☐ Soliciting material ~~5.07.~~pursuant ~~Submission~~to ofRule ~~Matters~~14a-12 tounder athe ~~Vote~~Exchange ofAct ~~Security~~(17 ~~Holders~~CFR 240.14a-12)

~~At the annual meeting of shareholders of ACRE Realty Investors~~☐ Pre-commencement ~~Inc.~~communications ~~(the~~pursuant ~~“Company”)~~to ~~held~~Rule ~~on December 14, 2016~~ 14d-2(~~the “Annual Meeting”~~b), ~~the~~under ~~shareholders voted on~~ the ~~following matters:~~Exchange Act (i)17 ~~the~~CFR ~~re-election of three nominated directors, Bruce D~~240. ~~Frank, Robert L. Loverd and Charles S. Roberts, to serve for a term expiring at the 2019 annual meeting of shareholders and until a successor shall be elected and shall qualify and~~ 14d-2(iib) the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2016. As of October 25, 2016, the record date for the Annual Meeting, there were 20,464,187 shares of common stock outstanding and entitled to vote.)

~~The~~☐ Pre-commencement communications ~~full~~pursuant ~~results~~to ofRule ~~the~~13e-4(c) ~~matters~~under ~~voted on at~~ the ~~Annual~~Exchange ~~Meeting are~~Act ~~set~~(17 ~~forth~~CFR ~~below:~~240.13e-4(c))

~~Proposal~~Item 1 ~~— Election of Directors~~.02 ~~The~~Termination ~~following nominees were re-elected to our Board to serve for a term expiring at the 2019 annual meeting~~ of ~~shareholders and until~~ a ~~successor~~Material ~~shall be~~Definitive ~~elected and shall qualify: Bruce D~~Agreement. ~~Frank, Robert L. Loverd and Charles S. Roberts.~~

Nominee for Director	For		Withheld		Broker Non-Votes
Bruce D. Frank		14,376,691		82,266		4,188,904
Robert L. Loverd		14,376,691		82,266		4,188,904
Charles S. Roberts		14,388,710		70,247		4,188,904

The information disclosed below in Item 5.02 is incorporated herein by reference.

~~Proposal~~Item 25.02 —Departure ~~Ratification~~ of ~~Appointment~~Directors ofor ~~Independent Registered~~Certain ~~Public~~Officers; ~~Accounting~~Election ~~Firm.~~of ~~This~~Directors; ~~proposal~~Appointment ~~was~~of ~~ratified~~Certain ~~upon~~Officers; ~~the~~Compensatory ~~following~~Arrangements ~~vote~~of Certain Officers.

For		Against		Abstain		Broker Non-Votes
18,561,129		39,415		47,317		*

Effective April 4, 2017, Charles S. Roberts (“Mr. Roberts”) resigned from the Board of Directors of ACRE Realty Investors Inc. (the “Company”).

*As Noa ~~broker~~result ~~non-votes~~of ~~arose~~his inresignation ~~connection~~from ~~with~~the Board ~~Proposal~~of 2Directors ~~due~~of tothe Company, all rights and obligations of Mr. Roberts under the ~~fact~~Governance ~~that~~and Voting Agreement, dated January 30, 2015, by and among the ~~matter~~Company, ~~was~~A-III ~~considered~~Investment Partners LLC, and Mr. Roberts (the “~~routine~~Governance and Voting Agreement”) were ~~under~~terminated ~~New~~upon ~~York~~his ~~Stock~~resignation. ~~Exchange~~The ~~rules~~Governance and Voting Agreement was previously disclosed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on January 30, 2015.

Signatures

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

	ACRE REALTY INVESTORS INC.
Dated: December 16, 2016	By:	/s/ Gregory I. Simon
Dated: April 7, 2017	By:	/s/ Gregory I. Simon
		Gregory I. Simon
		Executive Vice President, General Counsel and Secretary
		Executive Vice President,
		General Counsel and Secretary

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