FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

ROBERTS CHARLES S 		2. Issuer Name and Ticker or Trading Symbol

ROBERTS REALTY INVESTORS INC [ RPI ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chairman, CEO, President
(Last)          (First)          (Middle)

375 NORTHRIDGE ROAD, SUITE 330 		3. Date of Earliest Transaction (MM/DD/YYYY)

12/30/2014
(Street)

ATLANTA, GA 30350
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   12/30/2014     J (1) (2)    702276   D $0   (1) 2050548   D   (3)  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Units of L.P. Interest   (1) $0   12/30/2014     J   (2)    426397         (4) 12/31/2044   (5) Common Stock   702276   $0   1357726   D    

Explanation of Responses:
( 1)  The issuer is the general partner of Roberts Properties Residential, L.P. In accordance with an unregistered private securities offering of units of limited partnership interest of Roberts Properties Residential, L.P. and as part of his long range estate and tax plan, Mr. Roberts contributed these shares to Roberts Properties Residential, L.P. Mr. Roberts received 426,397 units of limited partnership interest in Roberts Properties Residential, L.P., as a result. Mr. Roberts' overall economic interest in the consolidated company remained the same before and after the transaction.
( 2)  The issuer is the general partner of Roberts Properties Residential, L.P., and Mr. Roberts contributed shares of the issuer to Roberts Properties Residential, L.P. and received units of limited partnership interest in Roberts Properties Residential, L.P.
( 3)  Mr. Roberts' spouse owns 258,705 shares. Mr. Roberts disclaims beneficial ownership of those shares, which are included in column 5.
( 4)  Units are redeemable either for a number of shares of the issuer's common stock (based on a conversion factor provided in the agreement of limited partnership of Roberts Properties Residential, L.P., of which the issuer is the general partner), or at the issuer's election, for cash equal to the fair market value of the underlying shares. The issuer has adopted a policy of issuing shares in exchange for units. As explained on page 9 of the issuer's Annual Report on Form 10-K, redemption is subject to certain conditions.
( 5)  The actual expiration date is 12/31/2093; however, the Edgar System will only allow a maximum expiration date 30 years in the future.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
ROBERTS CHARLES S
375 NORTHRIDGE ROAD
SUITE 330
ATLANTA, GA 30350 		X X Chairman, CEO, President

Signatures
Charles S. Roberts 12/31/2014
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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