Item 1. |
Description of Registrant's Securities to be Registered.
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Item 2. |
Exhibits. List below all exhibits filed as a part of the registration statement:
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Exhibit
Number
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Description
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(3)
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Articles of Incorporation and Bylaws
:
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3.1
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Articles of Incorporation of UMH Properties, Inc., a Maryland corporation (incorporated by reference from the Company's Definitive Proxy Statement as filed with the Securities and Exchange Commission on July 10, 2003, Registration No. 001-12690).
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3.2
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Amendment to Articles of Incorporation (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on April 3, 2006, Registration No. 001-12690).
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3.3
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Amendment to Articles of Incorporation (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on May 26, 2011, Registration No. 001-12690).
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3.4
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Articles Supplementary (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on May 26, 2011, Registration No. 001-12690).
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3.5
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Amendment to Articles of Incorporation (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on April 10, 2012, Registration No. 001-12690).
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3.6
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Articles Supplementary (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on April 10, 2012, Registration No. 001-12690).
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3.7
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Amendment to Articles of Incorporation (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on October 31, 2012, Registration No. 001-12690).
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3.8
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Articles Supplementary (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on October 31, 2012, Registration No. 001-12690).
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3.9
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Amendment to Articles of Incorporation (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on October 20, 2015, Registration No. 001-12690).
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3.10
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Articles Supplementary (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on October 20, 2015, Registration No. 001-12690).
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3.11
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Amendment to Articles of Incorporation (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on April 5, 2016, Registration No. 001-12690).
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3.12
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Articles Supplementary (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on April 5, 2016, Registration No. 001-12690).
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3.13
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Amendment to Articles of Incorporation (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on August 11, 2016, Registration No. 001-12690).
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3.14
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Amendment to Articles of Incorporation (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on June 5, 2017, Registration No. 001-12690).
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3.15
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Amendment to Articles of Incorporation (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on July 26, 2017, Registration No. 001-12690).
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3.16
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Articles Supplementary for the Registrant's Series C Preferred Stock (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on July 26, 2017, Registration No. 001-12690).
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3.17
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Bylaws of the Company, as amended and restated, dated March 31, 2014 (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on March 31, 2014, Registration No. 001-12690).
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(4)
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Instruments Defining the Rights of Security Holders, Including Indentures:
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4.1
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Articles Supplementary for the Registrant's Series D Preferred Stock (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on January 22, 2018, Registration No. 001-12690).
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4.2
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Specimen certificate representing the 6.375% Series D Cumulative Redeemable Preferred Stock, par value $0.10 per share, of the Registrant (filed herewith).
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(Registrant)
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UMH PROPERTIES, INC.
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Date
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January 22, 2018
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By
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/s/ Anna T.Chew
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Name:
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Anna T. Chew
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Title:
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Vice President and Chief Financial Officer
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Exhibit Number
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Description
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(3)
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Articles of Incorporation and Bylaws:
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3.1
|
Articles of Incorporation of UMH Properties, Inc., a Maryland corporation (incorporated by reference from the Company's Definitive Proxy Statement as filed with the Securities and Exchange Commission on July 10, 2003, Registration No. 001-12690).
|
3.2
|
Amendment to Articles of Incorporation (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on April 3, 2006, Registration No. 001-12690).
|
3.3
|
Amendment to Articles of Incorporation (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on May 26, 2011, Registration No. 001-12690).
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3.4
|
Articles Supplementary (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on May 26, 2011, Registration No. 001-12690).
|
3.5
|
Amendment to Articles of Incorporation (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on April 10, 2012, Registration No. 001-12690).
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3.6
|
Articles Supplementary (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on April 10, 2012, Registration No. 001-12690).
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3.7
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Amendment to Articles of Incorporation (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on October 31, 2012, Registration No. 001-12690).
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3.8
|
Articles Supplementary (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on October 31, 2012, Registration No. 001-12690).
|
3.9
|
Amendment to Articles of Incorporation (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on October 20, 2015, Registration No. 001-12690).
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3.10
|
Articles Supplementary (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on October 20, 2015, Registration No. 001-12690).
|
3.11
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Amendment to Articles of Incorporation (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on April 5, 2016, Registration No. 001-12690).
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3.12
|
Articles Supplementary (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on April 5, 2016, Registration No. 001-12690).
|
3.13
|
Amendment to Articles of Incorporation (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on August 11, 2016, Registration No. 001-12690).
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3.14
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Amendment to Articles of Incorporation (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on June 5, 2017, Registration No. 001-12690).
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3.15
|
Amendment to Articles of Incorporation (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on July 26, 2017, Registration No. 001-12690).
|
3.16
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Articles Supplementary for the Registrant's Series C Preferred Stock (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on July 26, 2017, Registration No. 001-12690).
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3.17
|
Bylaws of the Company, as amended and restated, dated March 31, 2014 (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on March 31, 2014, Registration No. 001-12690).
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(4)
|
Instruments Defining the Rights of Security Holders, Including Indentures:
|
4.1
|
Articles Supplementary for the Registrant's Series D Preferred Stock (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on January 22, 2018, Registration No. 001-12690).
|
4.2
|
Specimen certificate representing the 6.375% Series D Cumulative Redeemable Preferred Stock, par value $0.10 per share, of the Registrant (filed herewith).
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PRD
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2,000,000
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6.375% SERIES D CUMULATIVE
REDEEMABLE PREFERRED STOCK
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UMH PROPERTIES, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
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SEE REVERSE FOR
IMPORTANT NOTICE ON TRANSFER RESTRICTIONS AND OTHER INFORMATION |
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6.375% SERIES D CUMULATIVE REDEEMABLE PREFERRED STOCK
PAR VALUE $0.10 PER SHARE (LIQUIDATION PREFERENCE $25.00 PER SHARE)
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This is to Certify that
Cede & Co. is the owner of 2,000,000 fully paid and nonassessable shares of 6.375% Series D Cumulative Redeemable Preferred Stock, par value $0.10 per share (liquidation preference $25.00 per share), of UMH Properties, Inc., a Maryland corporation (the "Corporation"), transferable on the books of the Corporation by the record holder hereof in person or by such holder's duly authorized attorney or legal representative upon surrender of this certificate properly endorsed. This Certificate and the shares represented hereby are issued and shall be held subject to all of the provisions of the charter of the Corporation (the "Charter") and the Bylaws of the Corporation and any amendments thereto.
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WITNESS,
the signatures of the duly authorized officers of UMH Properties, Inc. This Certificate is not valid unless signed by the Transfer Agent.
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Dated: January 22, 2018
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Samuel A. Landy, President and Chief Executive Officer
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AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, Authorized Signatory
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Craig Koster, Secretary
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For Value Received, __________________ hereby sells, assigns and transfers unto
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PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE:
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____________________shares of 6.375% Series D Cumulative Redeemable Preferred Stock represented by the within Certificate, and does hereby irrevocably constitute and appoint __________________________ Attorney to transfer the said shares Preferred Stock on the books of the within named Corporation with full power of substitution in the premises.
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Dated __________________
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NOTICE. THE SIGNATURE OF THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER.
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In presence of:
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