Apartment Investment and Management (AIV) Form 4 APARTMENT INVESTMENT & MANAGEMENT / TERRY CONSIDINE ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CONSIDINE TERRY

(Last) (First) (Middle)

4582 S. ULSTER STREET

SUITE 1100

(Street)

DENVER CO 80237

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
APARTMENT INVESTMENT & MANAGEMENT CO [ AIV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chairman & CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/02/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock(1)	08/02/2016		M		346,180	A	$42.43	498,178(2)	D
Class A Common Stock	08/02/2016		F		318,897	D	$46.06	179,281(2)	D
Class A Common Stock	08/02/2016		S		27,283	D	$45.29(4)	151,998(2)	D
Class A Common Stock	08/02/2016		M		563,016	A	$28.33	715,014(2)	D
Class A Common Stock	08/02/2016		F		353,116	D	$45.17	361,898(2)	D
Class A Common Stock	08/02/2016		S		148,717	D	$45.29(4)	213,181(2)(3)(5)(6)(7)	D
Class A Common Stock								33,695	I	See footnote(8)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	$42.43	08/02/2016		M			346,180	(9)	02/05/2017	Class A Common Stock	346,180	(11)	0	D
Stock Option (right to buy)	$28.33	08/02/2016		M			563,016	(10)	01/29/2018	Class A Common Stock	563,016	(11)	0	D

Explanation of Responses:

1. Taking 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.

2. In 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.

3. The 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.

4. This 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.

5. In 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.

6. In 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.

7. In 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.

8. Held by reporting person's spouse, for which the reporting person disclaims beneficial ownership except to the extent of his pecuniary interest therein.

9. All of the options were fully vested and exercisable as of February 5, 2012.

10. All of the options were fully vested and exercisable as of January 29, 2012.

11. Option Award approved by Compensation and Human Resources Committee; price column not applicable.

Remarks:

The sales reported on this Form 4 were made to provide for tax planning and to fund charitable commitments.

	Terry Considine	08/03/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.