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Filed
Pursuant to Rule 424(b)(7)
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Registration
Statement No. 333-139950
PROSPECTUS
SUPPLEMENT No. 3
(To
Prospectus dated January 12, 2007,
as
supplemented by the Prospectus
Supplement
dated April 2, 2007 and
Prospectus
Supplement No. 2 dated
April
23, 2007)
$115,000,000
Acadia
Realty Trust
3.75%
Convertible Notes due 2026 and
Common
Shares Issuable Upon Conversion of the Notes
This
prospectus supplement no. 3 supplements and amends the prospectus dated January
12, 2007 (as amended by the prospectus supplement dated April 2, 2007 and
prospectus supplement no. 2 dated April 23, 2007) relating to the sale from
time
to time by the selling security holders named in the prospectus supplement
dated
April 2, 2007 and in this prospectus supplement of up to $115,000,000 aggregate
principal amount of our 3.75% Convertible Notes due 2026 and our common shares
issuable upon conversion of the notes.
This
prospectus supplement should be read in conjunction with and accompanied by,
and
is qualified by reference to, the prospectus and the prospectus supplement
dated
April 2, 2007, except to the extent that the information in this prospectus
supplement supersedes any information contained in those documents.
Our
common shares are listed on the New York Stock Exchange under the symbol
“AKR.” On July 20, 2007, the last reported sales price for our common
shares on the New York Stock Exchange was $25.48 per share.
Investing
in the notes and our common shares involves risks. See “Risk Factors”
beginning on page S-7 of the prospectus supplement dated April 2, 2007, as
well
as in the documents incorporated by reference in the prospectus
supplement.
Neither
the Securities and Exchange Commission nor any state securities commission
has
approved or disapproved of these securities or determined if this prospectus
supplement is truthful or complete. Any representation to the contrary is a
criminal offense.
The
date
of this prospectus supplement is July 25, 2007
SELLING
SECURITY HOLDERS
The
information appearing in the table below supplements and supersedes the
information with respect to such selling security holders in the table appearing
under the heading “Selling Security Holders” in the prospectus supplement dated
April 2, 2007. The information is based solely on information provided to us
by
or on behalf of the selling security holders on or prior to July 20, 2007.
The
number of common shares issuable upon conversion of the notes shown in the
table
below assume conversion of the full amount of notes held by each holder at
the
initial conversion rate of 32.4002 common shares per $1,000 principal amounts
of
the notes. This conversion rate is subject to adjustments in certain
circumstances. Because the selling security holders may offer all or some
portion of the notes or common shares issuable upon conversion of the notes,
we
have assumed for purposes of the table below that the named selling security
holders will sell all of the notes or convert all of the notes and sell all
of
the common shares issuable upon conversion of the notes offered pursuant to
this
prospectus supplement and the prospectus supplement dated April 2, 2007. In
addition, the selling security holders identified below may have sold,
transferred or otherwise disposed of all or a portion of their notes since
the
date on which they provided the information regarding their notes in
transactions exempt from the registration requirements of the Securities
Act.
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Name
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Principal
Amount of Notes
Beneficially
Owned
and
Offered
Hereby (1)
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Percentage of
Outstanding
Notes
Beneficially
Owned Prior to
this
Offering
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Common Shares
Issuable
Upon
Conversion
of
the
Notes and
Available
for
Resale(1)(2)
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Other
Common Shares
Beneficially
Owned
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Percentage of
Outstanding
Common Shares
Beneficially
Owned
Following
the
Offering (3)
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Highbridge
International LLC (4)
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5,000,000
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4.3%
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162,001
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--
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--
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Highbridge
Convertible Arbitrage Master Fund, L.P. (4)
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2,000,000
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1.7%
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64,800
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--
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--
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______________
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(1)
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Amounts
indicated may be in excess of the total amount registered due to
sales or
transfers exempt from the registration requirements of the Securities
Act
since the date upon which the selling security holders provided us
with
the information regarding their holdings of notes and common shares
for
inclusion herein.
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(2)
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Consists
of common shares issuable upon conversion of the notes, assuming
the
initial conversion rate of 32.4002 common shares per $1,000 principal
amount of notes and a cash payment in lieu of any fractional share
interests. The conversion price is subject to adjustment as described
in
the prospectus supplement dated April 2, 2007 under “Description of
Notes—Conversion Rights.”
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(3)
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Calculated
based on Rule 13d-3(d)(i) under the Securities Exchange Act of
1934, as amended, using 32,130,608 shares outstanding as of May 9,
2007.
In calculating this amount, we treated as outstanding the number
of common
shares issuable upon conversion of all of the convertible notes held
by a
particular holder. However, we did not assume the conversion of the
convertible notes held by any other holder.
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(4)
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Highbridge
Capital Management, LLC is the trading manager of this entity and
has
voting control and investment discretion over the securities held
by this
entity. Glenn Dubin and Henry Swieca control Highbridge Capital
Management, LLC and exercise voting control and investment discretion
over
the securities held by this entity. Each of Highbridge Capital
Management, LLC, Glenn Dubin and Henry Swieca disclaim beneficial
ownership of the securities held by this
entity.
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