UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

_____________________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 5, 2016
A8KAMENDMENTNO1TOSIXT_IMAGE1.JPG

Preferred Apartment Communities, Inc.
(Exact Name of Registrant as Specified in its Charter)

Maryland
001-34995
27-1712193
(State or other Jurisdiction
of Incorporation)
(Commission File Number)
(I.R.S. Employer
Identification No.)
3284 Northside Parkway NW, Suite 150, Atlanta Georgia
30339
(Address of Principal Executive Offices)
(Zip Code)
Registrant's telephone number, including area code:   (770) 818-4100
_____________________  
(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:

[ ]
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))


Item 1.01    Entry into a Material Definitive Agreement .

On October 5, 2016, Preferred Apartment Communities, Inc. (the " Company "), Preferred Apartment Communities Operating Partnership, L.P., the Company's operating partnership (" PACOP ") and Preferred Apartment Advisors, LLC, the Company's external advisor (the " Advisor "), entered into Amendment No. 1 (the " Amendment ") to the Sixth Amended and Restated Management Agreement (the " Management Agreement ") between the parties effective as of August 29, 2016 (the " Effective Date "). The Amendment modifies the fee structure under the Management Agreement to include a standard property management fee for owned office properties and leasing fees for office properties that are standard and customary for the leasing of office properties.

Under the Management Agreement, our Manager continues to be responsible for administering our day-to-day business operations, identifying and acquiring targeted real estate investments, overseeing the management of our investments, handling the disposition of our real estate investments, and providing us with our management team and appropriate support personnel.

The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 8.01    Other Events
On October 5, 2016 the Board of Directors of the Company approved an extension of the Company's current offering of up to 900,000 Units consisting of (a) one share of Series A Redeemable Preferred Stock, $0.01 par value per share, and (b) one warrant to purchase 20 shares of the Company's common stock, $0.01 par value per share, in in a registered, non-traded, public offering on a reasonable best efforts basis (the "$ 900 Million Offering ") from October 11, 2016 to the earlier of: (1) the sale of all Units in the $900 Million Offering; (2) the effectiveness of the Company's registration statement on Form S-3 (File No. 333-211924) for a follow-on offering of up to 2,000,000 Units; and (3) April 7, 20 17. For further information on the $900 Million Offering, see the Company's registration statement (File No. 333-183355) and the related prospectus and prospectus supplements filed with the Securities and Exchange Commission available at www.sec.gov.
Item 9.01    Financial Statements and Exhibits

(d)     Exhibits.

10.1
Amendment No. 1 to the Sixth Amended and Restated Management Agreement, effective as of August 29, 2016, and entered into as of October 5, 2016 among Preferred Apartment Communities, Inc., Preferred Apartment Communities Operating Partnership, L.P. and Preferred Apartment Advisors, LLC.


SIGNATURE

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 hereunto duly authorized.

 
PREFERRED APARTMENT COMMUNITIES, INC.
(Registrant)

Date: October 5, 2016
By:
 /s/ Jeffrey R. Sprain
 
 
Jeffrey R. Sprain
 
 
Senior Vice President, General Counsel and Secretary



AMENDMENT NO. 1
TO THE
SIXTH AMENDED AND RESTATED MANAGEMENT AGREEMENT

This Amendment No. 1 (the " Amendment ") to the Sixth Amended and Restated Management Agreement effective as of June 3, 2016 (the " Management Agreement "), among Preferred Apartment Communities, Inc., a Maryland corporation (the " Company "), Preferred Apartment Communities Operating Partnership, L.P., a Delaware limited partnership (" PACOP "), and Preferred Apartment Advisors, LLC, a Delaware limited liability company (the " Manager "), is entered into as of October 5, 2016 (" Execution Date ") effective as of August 29, 2016 (the " Effective Date "). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Management Agreement.

WHEREAS , PACOP is governed by that certain Sixth Amended and Restated Agreement of Limited Partnership effective as of June 3, 2016 (as amended or modified, the " Partnership Agreement "); and

WHEREAS , upon the terms set forth in this Amendment, the Manager has agreed to modify the fee structure under the Management Agreement to include a standard property management fee for office properties and leasing fees for office properties that are standard and customary for leasing office properties.

NOW, THEREFORE , in consideration of the foregoing and of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company, PACOP and the Manager agree to amend the Management Agreement as follows:
    
1.
Fee Modifications. Section 7 of the Management Agreement is hereby amended to add the following Section 7(l):

(l) Office Related Fees .
(i) Office Management Fee . The Company shall pay an Office Management Fee to the Manager or its assignees as compensation for services rendered in connection with the operation and management of the Company's office Real Estate Assets and the supervision of any non-Affiliates that are engaged by the Manager to provide such services in an amount equal to 4.0% of the gross revenues of office properties managed per month. The Manager may subcontract the performance of its office property management services duties to third parties (including its Affiliates) and pay all or a portion of the Office Management Fee to such persons with whom it contracts for these services. The Manager will be responsible for all fees payable to third parties (including its Affiliates) in connection with subcontracted office property management duties. The Office Management Fee will be payable monthly in arrears, based on the actual gross revenues for the prior month.
(ii) Office Leasing Fees . The Company shall pay Office Leasing Fees to the Manager as follows:
(I) New Leases . The Company shall pay a commission to Manager with respect to a new lease for an office Real Estate Asset equal to 50% of the first month’s gross rent plus 2% of the remaining fixed gross rent of the guaranteed lease term.
(II) Co-Brokers . In the event of co-broker participation in a new lease for an office Real Estate Asset, the leasing commission determined for a new lease, with respect to such lease, shall



be 150% of the first month’s gross rent plus 6% of the remaining fixed gross rent of the guaranteed lease term.
(III) Negotiated Renewals . The Company shall pay a commission to Manager with respect to a negotiated renewal of an existing lease for an office Real Estate Asset equal to 2% of the fixed gross rent of the guaranteed lease term or, in the event of a co-broker, 6% of the fixed gross rent of the guaranteed lease term.
(IV) Market Rates . Customary and competitive market rates for office leasing services may vary in light of the size, type and location of the Real Estate Assets so, in no event shall the Office Leasing Fees paid to manager exceed such market rates.
(V) Subcontracting . The Manager may subcontract the performance of its office leasing service duties to third parties (including its Affiliates) and pay all or a portion of the Office Leasing Fees to such persons with whom it contracts for these services. The Manager will be responsible for all fees payable to third parties (including its Affiliates) in connection with subcontracted office leasing duties, other than in a co-brokerage arrangement described in Section 7(j)(ii)(II). All Office Leasing Fees will be payable upon the earlier to occur of rent commencement or tenant's opening for business.
2.
Definitions . Section 1(a) of the Management Agreement is amended by adding the following definition(s) are added in alphabetical order:
" Office Management Fee " means the fee payable to the Manager or its assignees pursuant to Section 7(l)(i).

" Office Leasing Fee " means the fee payable to the Manager or its assignees pursuant to Section 7(l)(ii).

3.
Ratification; Effect on Management Agreement.

a.
Ratification . The Management Agreement, as amended hereby, shall remain in full force and effect and is hereby ratified and confirmed in all respects.

b.
Effect on the Management Agreement . On and after the date hereof, each reference in the Management Agreement to "this Agreement," "herein," "hereof," "hereunder," or words of similar import shall mean and be a reference to the Management Agreement as amended hereby.
[ Signature page follows .]



IN WITNESS WHEREOF, each of the parties hereto has executed this Amendment as of the Execution Date, effective as of the Effective Date.
PREFERRED APARTMENT COMMUNITIES, INC.
By:
/s/ John A. Williams         
Name: John A. Williams
Title: Chief Executive Officer
PREFERRED APARTMENT COMMUNITIES OPERATING PARTNERSHIP, L.P.
By:
Preferred Apartment Communities, Inc.
its General Partner
By:
/s/ John A. Williams         
Name: John A. Williams
Title: Chief Executive Officer
PREFERRED APARTMENT ADVISORS, LLC
By:
NELL Partners, Inc.,
its Managing Member
By:
/s/ John A. Williams         
Name: John A. Williams
Title: Chief Executive Officer

[Signature Page to Amendment No. 1 to Sixth Amended and Restated Management Agreement]