SEC Form 4 · accession 0001229384-17-000048
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
Oct 31, 2017
Accepted (ET)
Nov 2, 2017 · 6:15 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 | Oct 31, 2017 | M | 202,429 | $8.92 | A | 388,972 | D | |
| Class A Common StockF2 | Oct 31, 2017 | F | 41,057 | $43.98 | D | 347,915 | D | |
| Class A Common StockF3,F2,F4,F5,F6,F7 | Oct 31, 2017 | S | 111,577 | $44.0082 | D | 236,338 | 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)F10,F9 | $8.92 | Oct 31, 2017 | M | 202,429 | D | — | Feb 3, 2019 | Class A Common Stock | 202,429 | 0 | D |
Explanation of responses
- F1The net result of the stock option exercise reported on this form is the acquisition of 49,795 shares. Taking into account the transaction reported on this form, Mr. Considine has an overall equity stake in the company of 4,017,625 shares, partnership units, and options, the details of which are more fully described in footnotes 4, 5, 6, and 7 below.
- F10Option 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, 133,689 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.
- F3This price is a weighted average price. The prices actually received ranged from $43.73 to $44.20. 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.
- F4In addition to the 236,338 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.
- F5In addition to the 236,338 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.
- F6In addition to the 236,338 shares held directly, the reporting person holds 976,721 stock options, 119,265 of which are vested and exercisable and 857,456 of which are subject to certain vesting conditions. Of the unvested stock options, the vesting of 738,191 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.
- F7In addition to the 236,338 shares held directly, the reporting person holds 90,982 unvested partnership units, the vesting of which 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 the performance-based partnership units.
- 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 3, 2013.