SEC Form 4 · accession 0001229384-16-000126
APARTMENT INVESTMENT & MANAGEMENT CO · AIV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Terry Considine
Officer — Chairman & CEO · Director
Period of report
Aug 2, 2016
Accepted (ET)
Aug 3, 2016 · 7:43 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000922864
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F2 | Aug 2, 2016 | M | 346,180 | $42.43 | A | 498,178 | D | |
| Class A Common StockF2 | Aug 2, 2016 | F | 318,897 | $46.06 | D | 179,281 | D | |
| Class A Common StockF4,F2 | Aug 2, 2016 | S | 27,283 | $45.29 | D | 151,998 | D | |
| Class A Common StockF2 | Aug 2, 2016 | M | 563,016 | $28.33 | A | 715,014 | D | |
| Class A Common StockF2 | Aug 2, 2016 | F | 353,116 | $45.17 | D | 361,898 | D | |
| Class A Common StockF4,F2,F3,F5,F6,F7 | Aug 2, 2016 | S | 148,717 | $45.29 | D | 213,181 | D | |
| Class A Common StockF8 | holding | — | — | — | 33,695 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F11,F9 | $42.43 | Aug 2, 2016 | M | 346,180 | D | — | Feb 5, 2017 | Class A Common Stock | 346,180 | 0 | D |
| Stock Option (right to buy)F11,F10 | $28.33 | Aug 2, 2016 | M | 563,016 | D | — | Jan 29, 2018 | Class A Common Stock | 563,016 | 0 | D |
Explanation of responses
- F1Taking into account all of the transactions reported on this form, Mr. Considine has an overall equity stake in the company of 3,786,228 shares, partnership units and options, the details of which are more fully described in footnotes 5, 6 and 7 below.
- F10All of the options were fully vested and exercisable as of January 29, 2012.
- F11Option Award approved by Compensation and Human Resources Committee; price column not applicable.
- F2In addition to the reporting person's overall equity stake in the company, 106,051 shares are held by a tax exempt organization under 501(c)(3) of the Internal Revenue Code, for which the reporting person disclaims beneficial ownership.
- F3The reporting person settled 909,196 options which were expiring in 2017 and 2018, in return for 237,183 shares, selling 176,000 at a weighted average price of $45.29 to fund related income taxes and charitable gifts and retaining 61,183 for investment.
- F4This is a weighted average price. The prices for which the shares were actually sold ranged from $45.035 to $45.67. The reporting person has provided to the issuer and will provide to any security holder or the staff of the Securities and Exchange Commission, upon request, information regarding the number of shares sold at each price within the range.
- F5In addition to the 213,181 shares held directly, the reporting person holds 274,027 shares of performance-based restricted stock. Upon conclusion of the various performance periods and depending on the results thereof, the reporting person may vest in all, some or none of the performance-based restricted stock.
- F6In addition to the 213,181 shares held directly, the reporting person holds 850,185 common partnership units in AIMCO Properties, L.P. ("OP Units"). The 850,185 OP Units include 510,452 OP Units held directly by the reporting person, 179,735 OP Units held by an entity in which the reporting person has sole voting and investment power, 2,300 OP Units held by Titahotwo Limited Partnership RLLLP ("Titahotwo"), a registered limited liability limited partnership for which the reporting person serves as the general partner and holds a 0.5% ownership interest, and 157,698 OP Units held by the reporting person's spouse, for which the reporting person disclaims beneficial ownership except to the extent of his pecuniary interest therein. Titahotwo also holds 1,589,372 Class I High Performance Units in AIMCO Properties, L.P.
- F7In addition to the 213,181 shares held directly, the reporting person holds 825,768 stock options, 262,062 of which are vested and exercisable and 563,706 of which are subject to certain vesting conditions. Of the unvested stock options, 384,809 are subject to certain performance criteria. Upon conclusion of the performance period and depending on the results thereof, the reporting person may vest in all, some or none of performance-based stock options.
- F8Held by reporting person's spouse, for which the reporting person disclaims beneficial ownership except to the extent of his pecuniary interest therein.
- F9All of the options were fully vested and exercisable as of February 5, 2012.
Remarks
The sales reported on this Form 4 were made to provide for tax planning and to fund charitable commitments.