UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549


FORM 10-K/A


(Amendment No. 1)


x  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the fiscal year ended December 31, 2014


Commission File No. 001-34995


Preferred Apartment Communities, Inc.


(Exact name of registrant as specified in its charter)





MARYLAND27-1712193(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)





3284 Northside Parkway NW, Suite 150, Atlanta, GA 30327


(Address of principal executive offices) (Zip Code)


Registrant's telephone number, including area code: (770) 818-4100





Securities registered pursuant to Section 12(b) of the Act:





Title of each className of each exchange on which registeredCommon Stock, par value $.01 per shareNYSE MKT


Securities registered pursuant to Section 12(g) of the Act: None





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes  ̈ No x





Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  ̈ No x





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes x No  ̈





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes x No  ̈





Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in PART III of this Form 10-K or any amendment to this Form 10-K.  ̈





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company (as defined in Exchange Act Rule 12b-2).


Large accelerated filer  ̈ Accelerated filer x Non-accelerated filer  ̈ Smaller reporting company  ̈





Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2).    Yes  ̈ No x





The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2014, the last business day of registrant's most recently completed second fiscal quarter, was $143,471,186 based on the closing price of the common stock on the NYSE MKT on such date.





The number of shares outstanding of the registrant’s Common Stock, as of March 11, 2015 was 21,964,593.


DOCUMENTS INCORPORATED BY REFERENCE





Certain information to be included in the registrant's definitive Proxy Statement, to be filed not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, for the registrant's 2015 Annual Meeting of Stockholders is incorporated by reference into PART III of the Annual Report on Form 10-K filed on March 16, 2015.





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Explanatory Note





This Amendment No. 1 on Form 10-K/A (this “Amendment No. 1”) amends the Preferred Apartment Communities, Inc. Annual Report on Form 10-K for the year ended December 31, 2014, filed with the Securities and Exchange Commission on March 16, 2015 (the “Original Filing”) for the purpose of furnishing a revised Exhibit 23.1 to correct a scrivener's error in the date of such exhibit.





Except as expressly set forth above, this Amendment No. 1 does not, and does not purport to, amend, update, change or restate the information in any other item of the Original Filing or reflect any events that have occurred after the date of the Original Filing.











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SIGNATURESPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.PREFERRED APARTMENT COMMUNITIES, INC.Date: March 18, 2015By:/s/ John A. WilliamsJohn A. WilliamsChief Executive Officer