0001140361-24-032279.txt : 20240702 0001140361-24-032279.hdr.sgml : 20240702 20240702214755 ACCESSION NUMBER: 0001140361-24-032279 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: Palau Hernandez Margarita CENTRAL INDEX KEY: 0001674695 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39686 FILM NUMBER: 241098105 MAIL ADDRESS: STREET 1: 300 N. SAN RAFAEL AVE. CITY: PASADENA STATE: CA ZIP: 91105 FORMER NAME: FORMER CONFORMED NAME: Hernandez Margarita Palau DATE OF NAME CHANGE: 20160513 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 0001674695 Palau Hernandez Margarita 4582 S. ULSTER STREET SUITE 1700 DENVER CO 80237 true false Class A Common Stock 2024-06-28 4 D 0 7861 39.12 D 0 D LTIP Units of Apartment Income REIT, L.P. 2024-06-28 4 D 0 4250 D Partnership Common Units 4250 0 D 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. 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 had 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 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 LTIP 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 LTIP Units are fully vested. The LTIP Units do not expire. /s/ Margarita Palau-Hernandez 2024-07-02