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): April 5, 2016
 
_____________________________
 
 
UMH Properties, Inc.
(Exact name of registrant as specified in its charter)
_____________________________
 
 
Maryland
001-12690
22-1890929
(State or other jurisdiction of incorporation)
(Commission
 File Number)
(IRS Employer
 Identification No.)
   
Juniper Business Plaza, Suite 3-C
3499 Route 9 North
Freehold, New Jersey
 (Address of principal executive offices)
07728
 (Zip Code)
   
Registrant's telephone number,
 including area code:
(732) 577-9997
   
Not Applicable
(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 (see General Instruction A.2. below):
 
[ ] 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 8.01 Other Events.

On April 5, 2016, UMH Properties, Inc. (the "Company") consummated its previously announced issuance and sale of 2,000,000 shares of its 8.0% Series B Cumulative Redeemable Preferred Stock in a registered direct placement at a sale price of $25.50 per share.  These shares of Series B Preferred Stock form a single series with, have the same terms as, and vote as a single class with, the 1,801,200 outstanding shares of Series B Preferred Stock issued in October 2015 and rank on a parity with the Company's outstanding 8.25% Series A Cumulative Redeemable Preferred Stock, of which 3,663,800 shares are outstanding.  The Company now has a total of 3,801,200 shares of Series B Preferred Stock outstanding. The Series B Preferred Stock has a $25.00 liquidation value per share.
The Company received net proceeds from the offering after expenses of approximately $49.1 million and intends to use such proceeds for general corporate purposes, which may include purchase of manufactured homes for sale or lease to customers, expansion of its existing communities, potential acquisitions of additional properties, and possible repayment of indebtedness on a short-term basis.
The Company issued a press release announcing the closing of the sale of the Series B Preferred Stock on April 5, 2016. This press release is attached as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99 Press Release dated April 5, 2016


SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 6, 2016
UMH PROPERTIES, INC.
   
   
 
By:
/s/ Anna T. Chew
  
   
Name:         Anna T. Chew
   
Title:            Vice President, Chief Financial Officer and Treasurer
     

Exhibit Index

99. Press Release dated April 5, 2016.