SEC Form 4 · accession 0001229384-19-000042
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
Feb 11, 2019
Accepted (ET)
Feb 13, 2019 · 6:22 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 StockF1,F2 | Feb 11, 2019 | S | 100,000 | $49.2817 | D | 378,365 | D | |
| Class A Common StockF3 | Feb 11, 2019 | G | 66,305 | $0.00 | D | 312,060 | D | |
| Class A Common StockF4,F5,F6,F7,F8 | Feb 11, 2019 | G | 33,695 | $0.00 | D | 278,365 | D | |
| Class A Common StockF3,F9 | Feb 11, 2019 | G | 33,695 | $0.00 | D | 33,695 | I | See footnote |
| Class A Common StockF9 | holding | — | — | — | 67,390 | I | See footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Taking into account the transactions reported on this form, Mr. Considine has an overall equity stake in the company of 5,078,237 shares, partnership units, and options, the details of which are more fully described in footnotes 5, 6, 7, and 8 below.
- F2This is a weighted average price. The prices for which the shares were actually sold ranged from $49.13 to $49.50. 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.
- F3Charitable gift to 501c3 organization.
- F4Shares gifted to reporting person's spouse, for which the reporting person disclaims beneficial ownership except to the extent of his pecuniary interest therein.
- F5Taking into account the transactions reported on this form, in addition to the reporting person's overall equity stake in the company, 265,689 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.
- F6In addition to the 278,365 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.
- F7In addition to the 278,365 shares held directly, the reporting person holds 1,383,594 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.
- F8In addition to the 278,365 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.
- F9Held by the reporting person's spouse, for which the reporting person disclaims beneficial ownership except to the extent of his pecuniary interest therein.
Remarks
The transactions reported on this Form 4 were to fund tax obligations associated with restricted stock vestings and to fund charitable commitments.