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Considine Terry – ‘4’ for 2/1/22 re: Apartment Income REIT, L.P.

On:  Thursday, 2/3/22, at 7:59pm ET   ·   For:  2/1/22   ·   Accession #:  1062993-22-2526   ·   File #:  0-24497

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/03/22  Considine Terry                   4                      1:8K   Apartment Income REIT, L.P.       Newsfile Corp./FA

Statement of Changes in Beneficial Ownership of Securities by an Insider   —   Form 4   —   SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 4           Statement of Changes in Beneficial Ownership of     HTML      3K 
                Securities by an Insider -- form4.xml/3.6


        

This ‘4’ Document is an XML Data File that may be rendered in various formats:

  Form 4    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 
 
SEC Info℠ rendering:  Statement of Changes in Beneficial Ownership of Securities by an Insider
 
FORM 4UNITED 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 1700
(Street)
DENVERCO80237
(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
Apartment Income REIT, L.P. [ NA ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
XOfficer (give title below) Other (specify below)
CEO
3. Date of Earliest Transaction (Month/Day/Year)
2/1/22
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock (1) 3,469 (2) (3) (4)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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
LTIP II Units of Apartment Income REIT, L.P. (5) (6) 2/1/22 A 170,574 (7) (8)Partnership Common Units170,574 (6)583,805D
Explanation of Responses:
(1)  Taking into account the transactions reported on this form, Mr. Considine has an overall equity stake in the company of 5,929,728 shares, partnership units, and options, the details of which are more fully described in footnotes 2, 3, and 4 below.
(2)  The reporting person holds 3,469 shares directly and 16,000 in a trust for which the reporting person disclaims beneficial ownership. In addition, the reporting person holds 2,858,580 common partnership units and equivalents in Apartment Income REIT, L.P. ("OP Units"). The 2,858,580 OP Units include 270,452 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"), an entity for which the reporting person serves as the general partner and holds a 0.5% ownership interest, and 118,148 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. This number also includes 114,768 LTIP Units (which are the equivalent of OP Units) and 583,805 LTIP II Units.
(3)  In addition to the shares held directly, the reporting person holds 2,301,122 unvested partnership units, the vesting of which is 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.
(4)  In addition to the shares held directly, the reporting person holds 750,557 stock options, all of which are vested and exercisable.
(5)  Pursuant to the Seventh Amended and Restated Agreement of Limited Partnership of Apartment Income REIT, L.P. (the "Partnership Agreement"), a holder of LTIP Units or LTIP II Units has the right to convert all or a portion of such holder's vested LTIP or LTIP II 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 Apartment Income REIT, L.P. to redeem such holder's Partnership Common Units, which redemption may be for Class A Common Stock of Apartment Income REIT Corp. 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 Apartment Income REIT, L.P.
(6)  Equity Award approved by Compensation and Human Resources Committee in connection with a portion of 2019 long term incentive compensation, price column not applicable. Receipt of the LTIP II Units was subject to satisfaction of total shareholder return criteria over the period compared to specified indices.
(7)  The LTIP II Units vest 50% on February 1, 2022, and 50% on January 29, 2023.
(8)  The LTIP II Units do not expire.
Terry Considine 2/2/22
** Signature of Reporting PersonDate
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.
____________
Transaction Code:
    A    Grant, award or other acquisition pursuant to Rule 16b-3(d).

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