Century Properties Fund XV SC 13D/A CENTURY PROPERTIES FUND XV / AIMCO PROPERTIES ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 31)*

Century Properties Fund XV

(Name of Issuer)

Limited Partnership Units

(Title of Class of Securities)

None

(CUSIP Number)

John Bezzant

Executive Vice President

Apartment Investment and Management Company

55 Beattie Place

P.O. Box 1089

Greenville, South Carolina 29601

Telephone: (864) 239-1000

with a copy to:

Paul J. Nozick

Alston & Bird LLP

One Atlantic Center

1201 West Peachtree Street

Atlanta, GA 30309

(404) 881-7000

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

December 19, 2011

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. Not Applicable

1	NAME OF REPORTING PERSON: AIMCO PROPERTIES, L.P. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): 84-1275721
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨ (b)  þ
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
		7	SOLE VOTING POWER
NUMBER OF
SHARES  BENEFICIALLY  OWNED BY		8	SHARED VOTING POWER 65,841.34 Units
EACH  REPORTING  PERSON		9	SOLE DISPOSITIVE POWER
WITH			SHARED DISPOSITIVE POWER 65,841.34 Units
		10
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 65,841.34 Units
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 73.18%
14	TYPE OF REPORTING PERSON PN

CUSIP No. Not Applicable

1	NAME OF REPORTING PERSON: AIMCO-GP, INC. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨ (b)  þ
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
		7	SOLE VOTING POWER
NUMBER OF
SHARES  BENEFICIALLY  OWNED BY		8	SHARED VOTING POWER 65,841.34 Units
EACH  REPORTING  PERSON		9	SOLE DISPOSITIVE POWER
WITH			SHARED DISPOSITIVE POWER 65,841.34 Units
		10
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 65,841.34 Units
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 73.18%
14	TYPE OF REPORTING PERSON CO

CUSIP No. Not Applicable

1	NAME OF REPORTING PERSON: APARTMENT INVESTMENT AND MANAGEMENT COMPANY I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): 84-1259577
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨ (b)  þ
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Maryland
		7	SOLE VOTING POWER
NUMBER OF
SHARES  BENEFICIALLY  OWNED BY		8	SHARED VOTING POWER 65,841.34 Units
EACH  REPORTING  PERSON		9	SOLE DISPOSITIVE POWER
WITH			SHARED DISPOSITIVE POWER 65,841.34 Units
		10
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 65,841.34 Units
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 73.18%
14	TYPE OF REPORTING PERSON CO

CUSIP No. Not Applicable

1	NAME OF REPORTING PERSON: AIMCO IPLP, L.P. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨ (b)  þ
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
		7	SOLE VOTING POWER
NUMBER OF
SHARES  BENEFICIALLY  OWNED BY		8	SHARED VOTING POWER 39,802.17 Units
EACH  REPORTING  PERSON		9	SOLE DISPOSITIVE POWER
WITH			SHARED DISPOSITIVE POWER 39,802.17 Units
		10
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 39,802.17 Units
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 44.24 %
14	TYPE OF REPORTING PERSON PN

CUSIP No. Not Applicable

1	NAME OF REPORTING PERSON: AIMCO/IPT, INC. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨ (b)  þ
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
		7	SOLE VOTING POWER
NUMBER OF
SHARES  BENEFICIALLY  OWNED BY		8	SHARED VOTING POWER 39,902.17 Units
EACH  REPORTING  PERSON		9	SOLE DISPOSITIVE POWER
WITH			SHARED DISPOSITIVE POWER 39,902.17 Units
		10
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 39,902.17 Units
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 44.35 %
14	TYPE OF REPORTING PERSON CO

CUSIP No. Not Applicable

1	NAME OF REPORTING PERSON: MADISON RIVER PROPERTIES, L.L.C. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨ (b)  þ
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
		7	SOLE VOTING POWER
NUMBER OF
SHARES  BENEFICIALLY  OWNED BY		8	SHARED VOTING POWER 4,222 Units
EACH  REPORTING  PERSON		9	SOLE DISPOSITIVE POWER
WITH			SHARED DISPOSITIVE POWER 4,222 Units
		10
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,222 Units
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 4.69 %
14	TYPE OF REPORTING PERSON OO

Introductory Note

This Amendment No. 31 (this “Amendment”) amends the Statement on Schedule 13D previously filed with the Securities and Exchange Commission by AIMCO Properties, L.P. (“AIMCO Properties”), AIMCO-GP, Inc., Apartment Investment and Management Company (“AIMCO”), AIMCO IPLP, L.P., AIMCO/IPT, Inc., and Madison River Properties, L.L.C. (collectively, the “Reporting Persons”).

Item 4. Purpose of Transaction

Item 4 is hereby supplemented by the addition of the following information:

On December 19, 2011, Century Properties Fund XV, a California limited partnership (“CPF XV”), entered into an amended and restated agreement and plan of merger (the “Amended and Restated Merger Agreement”) with Century Properties Fund XV, LP, a Delaware limited partnership (“New CPF XV”), AIMCO Properties and AIMCO CPF XV Merger Sub LLC, a Delaware limited liability company of which AIMCO Properties is the sole member (the “Merger Subsidiary”), pursuant to which CPF XV will be merged with and into New CPF XV, with New CPF XV as the surviving entity, following which the Merger Subsidiary will be merged with and into New CPF XV, with New CPF XV as the surviving entity. Pursuant to the terms of the Amended and Restated Merger Agreement, the cash consideration that holders of units of limited partnership interest (each, a “Unit”) of CPF XV may elect to receive upon consummation of the merger transactions decreased from $45.61 to $41.83, and the number of partnership common units of AIMCO Properties that holders of Units may elect to receive upon consummation of the merger transactions will be calculated by dividing $41.83 by the average closing price of AIMCO common stock, as reported on the New York Stock Exchange, over the ten consecutive trading days ending on the second trading day immediately prior to the effective time of the merger transactions. This decrease in consideration is due to a change in the estimated market value of CPF XV’s property, changes in CPF XV’s financial position, and changes in the market value of its indebtedness.

Completion of the mergers is subject to certain conditions, including approval by a majority in interest of the limited partners holding Units. As of December 14, 2011, CPF XV had issued and outstanding 89,975 Units, and AIMCO Properties and its affiliates owned 68,841.34 of those Units, or approximately 73.18% of the number of outstanding Units. Approximately 35,473.17 of the Units owned by an affiliate of AIMCO Properties are subject to a voting restriction, which requires such Units to be voted in proportion to the votes cast with respect to Units not subject to this voting restriction. AIMCO Properties and its affiliates have indicated that they will vote all of their Units that are not subject to this restriction, approximately 30,368.17 Units or approximately 33.75% of the outstanding Units, in favor of the Amended and Restated Merger Agreement and the mergers. As a result, affiliates of AIMCO Properties will vote a total of approximately 50,133 Units, or approximately 55.72% of the outstanding Units in favor of the Amended and Restated Merger Agreement and the mergers. AIMCO Properties and its affiliates have indicated that they intend to take action by written consent to approve the mergers.

The Amended and Restated Merger Agreement may be terminated, and the mergers may be abandoned, at any time prior to consummation of the mergers by CPF XV, New CPF XV, AIMCO Properties or the

Merger Subsidiary for any reason, and there is no assurance that the merger will be consummated.

Item 5. Interest in Securities of the Issuer

Item 5 is hereby amended and restated in its entirety as follows:

(a)-(b) The information in lines (7) through (11) and (13) of each Reporting Person’s cover page is incorporated herein by reference.

Item 7. Material to Be Filed as Exhibits

The following is filed herewith as an Exhibit to this Statement:

Exhibit 7.1	Agreement of Joint Filing, dated January 19, 2007 (incorporated by reference to Exhibit 7.1 to Amendment No. 28 to the Reporting Persons’ Schedule 13D, dated January 19, 2007).
Exhibit 7.2	Amended and Restated Agreement and Plan of Merger, dated December 19, 2011, by and among Century Properties Fund XV, Century Properties Fund XV, LP, AIMCO Properties, L.P. and AIMCO CPF XV Merger Sub LLC (incorporated by reference to Exhibit 10.1 to Century Properties Fund XV’s Current Report on Form 8-K, dated December 19, 2011).

SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: December 19, 2011
AIMCO PROPERTIES, L.P.
By:	AIMCO-GP, INC.
	its General Partner
AIMCO-GP, INC.
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
AIMCO IPLP, L.P.
By:	AIMCO/IPT, INC.
	its General Partner
AIMCO/IPT, INC.
MADISON RIVER PROPERTIES, L.L.C.
By:	/s/ Trent A. Johnson
	Name:	Trent A. Johnson
	Title:	Vice President and Assistant General Counsel