SEC Form 4 · accession 0001229384-19-000020

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

Jan 29, 2019

Accepted (ET)

Jan 31, 2019 · 7:54 pm EST

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 Stock^{F1,F2,F3,F4,F5,F6}	Jan 29, 2019	A	101,702	—	A	478,365	D
Class A Common Stock^F7	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)^F8,F9	$38.73	Jan 29, 2019	A	384,809	A	—	Jan 26, 2026	Class A Common Stock	384,809	384,809	D

Explanation of responses

F1Taking into account the transactions reported on this form, Mr. Considine has an overall equity stake in the company of 4,567,513 shares, partnership units, and options, the details of which are more fully described in footnotes 4, 5, 6, and 7 below.
F2Stock Award approved by Compensation and Human Resources Committee in connection with a portion of 2016 long term incentive compensation, price column not applicable. Receipt of the shares was subject to satisfaction of total shareholder return criteria over the period compared to specified indices. The shares vest 50% on January 29, 2019, and 50% on January 26, 2020.
F3Taking into account the transactions reported on this form, in addition to the reporting person's overall equity stake in the company, 165,689 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.
F4In addition to the 478,365 shares held directly, the reporting person holds 2,439,557 common partnership units and equivalents in AIMCO Properties, L.P. ("OP Units"). The 2,439,557 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, 1,591,672 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.
F5In addition to the 478,365 shares held directly, the reporting person holds 672,870 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.
F6In addition to the 478,365 shares held directly, the reporting person holds 976,721 stock options, 371,301 of which are vested and exercisable. Of the unvested stock options, the vesting of 353,382 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.
F7Held by the reporting person's spouse, for which the reporting person disclaims beneficial ownership except to the extent of his pecuniary interest therein.
F8Option Award approved by Compensation and Human Resources Committee in connection with a portion of 2016 long term incentive compensation, price column not applicable. Receipt of the stock option was subject to satisfaction of total shareholder return criteria over the period compared to specified indices.
F9The option vests 50% on January 29, 2019, and 50% on January 26, 2020.