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 1700

(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)
01/28/2020

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)								180,879(2)(3)(4)(5)	D
Class A Common Stock								33,998	I	See Footnote(6)

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
LTIP Units of AIMCO Properties, L.P.(7)	(8)	01/28/2020		A		32,755		(9)	(10)	Partnership Common Units	32,755	(8)	32,755	D

Explanation of Responses:

1. Taking into account the transactions reported on this form, Mr. Considine has an overall equity stake in the company of 5,708,126 shares, partnership units, and options, the details of which are more fully described in footnotes 2, 3, 4, and 5 below.

2. Taking into account the transactions reported on this form, in addition to the reporting person's overall equity stake in the company, 166,660 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. In addition to the 180,879 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.

4. In addition to the 180,879 shares held directly, the reporting person holds 2,304,378 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

5. In addition to the 180,879 shares held directly, the reporting person holds 750,557 stock options, 686,948 of which are vested and exercisable.

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

7. Pursuant to the Fifth Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P. (the "Partnership Agreement"), a holder of LTIP Units has the right to convert all or a portion of such holder's vested LTIP Units into Partnership Common Units (as such term is defined in the Partnership Agreement). Pursuant to the Partnership Agreement, holders of Partnership Common Units have the right to require AIMCO Properties, L.P. to redeem such holder's Partnership Common Units, which redemption may be for Class A Common Stock of Apartment Investment and Management Company or a cash amount equal to the value of such shares of Class A Common Stock pursuant to the formula set forth in the Partnership Agreement. The form of currency upon redemption is determined in the sole discretion of the general partner of AIMCO Properties, L.P.

8. Equity Award approved by Compensation and Human Resources Committee in connection with a portion of 2017 long term incentive compensation, price column not applicable. Receipt of the LTIP Units was subject to satisfaction of total shareholder return criteria over the period compared to specified indices.

9. The LTIP Units vest 50% on January 31, 2020, and 50% on January 31, 2021.

10. The LTIP Units do not expire.

	Terry Considine	01/30/2020
	** 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).
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