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

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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)
12/29/2016

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)	12/29/2016		G	V	5,127(2)	D	$0	208,054	D
Class A Common Stock	12/29/2016		G	V	21,511	D	$0(3)	186,543	D
Class A Common Stock	12/29/2016		G	V	5,127	D	$0(3)	33,695	I	See Footnote(4)
Class A Common Stock	12/30/2016		W	V	1,000	A	$0	187,543	D
Class A Common Stock	12/30/2016		G	V	1,000	D	$0(3)	186,543(5)(6)(7)(8)	D

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

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 3,759,590 shares, partnership units and options, the details of which are more fully described in footnotes 6, 7 and 8 below.

2. Shares gifted to reporting person's spouse, for which the reporting person disclaims beneficial ownership except to the extent of his pecuniary interest therein.

3. Charitable gift to 501c3 organization.

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

5. In 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.

6. In addition to the 186,543 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.

7. In addition to the 186,543 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.

8. In addition to the 186,543 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, the vesting of 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.

Remarks:

	Terry Considine	01/06/2016
	** 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).
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