0001140361-24-032291.txt : 20240702 0001140361-24-032291.hdr.sgml : 20240702 20240702214810 ACCESSION NUMBER: 0001140361-24-032291 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240628 FILED AS OF DATE: 20240702 DATE AS OF CHANGE: 20240702 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CONSIDINE TERRY CENTRAL INDEX KEY: 0001229384 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39686 FILM NUMBER: 241098117 MAIL ADDRESS: STREET 1: 4582 SOUTH ULSTER STREET PARKWAY STREET 2: SUITE 1100 CITY: DENVER STATE: CO ZIP: 80237 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Apartment Income REIT Corp. CENTRAL INDEX KEY: 0001820877 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] ORGANIZATION NAME: 05 Real Estate & Construction IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4582 S. ULSTER STREET, SUITE 1700 CITY: DENVER STATE: CO ZIP: 80237 BUSINESS PHONE: (303) 757-8101 MAIL ADDRESS: STREET 1: 4582 S. ULSTER STREET, SUITE 1700 CITY: DENVER STATE: CO ZIP: 80237 FORMER COMPANY: FORMER CONFORMED NAME: AIMCO-LP, Inc. DATE OF NAME CHANGE: 20200812 4 1 form4.xml FORM 4 X0508 4 2024-06-28 true 0001820877 Apartment Income REIT Corp. AIRC 0001229384 CONSIDINE TERRY 4582 S. ULSTER STREET SUITE 1700 DENVER CO 80237 true true CEO false Class A Common Stock 2024-06-28 4 D 0 3469 39.12 D 0 D LTIP Units of Apartment Income REIT, L.P. 2024-06-28 4 D 0 114768 D Partnership Common Units 114768 0 D LTIP II Units of Apartment Income REIT, L.P. 2024-06-28 4 D 0 1311065 D Partnership Common Units 1311065 0 D Stock Option (right to buy) 39 2024-06-28 4 D 0 127218 D 2027-01-31 Class A Common Stock 127218 0 D Stock Option (right to buy) 34.28 2024-06-28 4 D 0 384809 D 2026-01-26 Class A Common Stock 384809 0 D Stock Option (right to buy) 34.56 2024-06-28 4 D 0 238530 D 2025-02-12 Class A Common Stock 238530 0 D Prior to the transactions reported on this form, Mr. Considine had an overall equity stake in the company of 6,384,311 shares, partnership units, and options, the details of which are more fully described in footnotes 2 and 3 below. Prior to the Merger (as defined below), the reporting person held 3,469 shares directly and 16,000 in a trust for which the reporting person disclaimed beneficial ownership. In addition, the reporting person holds 3,585,840 common partnership units and equivalents in Apartment Income REIT, L.P. ("OP Units"). The 3,585,840 OP Units include 196,178 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 192,422 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 and 1,311,065 LTIP II Units. In addition to the shares held directly, the reporting person holds 2,028,352 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 partnership units; provided, that certain of such partnership units may be subject to continued service-based vesting conditions. On June 28, 2024, the Issuer was acquired by Apex Purchaser LLC, Aries Purchaser LLC and Astro Purchaser LLC (collectively, the "Parent Entities"), pursuant to that certain Agreement and Plan of Merger entered into by and among the Issuer, the Parent Entities and Astro Merger Sub, Inc., a wholly owned subsidiary of the Parent Entities and an affiliate of Blackstone Real Estate Partners X L.P. ("Merger Sub"), dated as of April 7, 2024 (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly-owned subsidiary of the Parent Entities (the "Merger"). At the effective time of the Merger (the "Effective Time"), each share of the Issuer's Class A common stock outstanding immediately prior to the Effective Time (other than certain excluded shares) was automatically canceled and converted into the right to receive $39.12 in cash, without interest and subject to any required withholding taxes (the "Merger Consideration"). Pursuant to the Seventh Amended and Restated Agreement of Limited Partnership (the "Partnership Agreement") of Apartment Income REIT, L.P. ("AIR LP"), a holder of LTIP Units and LTIP II Units had the right to convert all or a portion of such holder's vested units into Partnership Common Units (as such term is defined in the Partnership Agreement). Pursuant to the Partnership Agreement, holders of Partnership Common Units had the right to require AIR LP to redeem such holder's Partnership Common Units, which redemption may have been 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. In connection with the Merger Agreement, such units are no longer redeemable for Class A Common Stock and now are only redeemable for cash based on the value of AIR LP Partnership Common Units, as determined by an amendment to the Partnership Agreement. The units are fully vested. The LTIP Units do not expire. The LTIP II Units may be converted at any time prior to the ten year anniversary of the date of grant. The option was fully vested. At the Effective Time, each option outstanding immediately prior to the Effective Time, whether vested or unvested, was automatically canceled and converted into the right to receive an amount in cash equal to the fair value of such option as determined in accordance with the terms of the Merger Agreement. /s/ Terry Considine 2024-07-02