0001140361-24-032288.txt : 20240702
0001140361-24-032288.hdr.sgml : 20240702
20240702214806
ACCESSION NUMBER: 0001140361-24-032288
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: Finney-Cooke Kristin R.
CENTRAL INDEX KEY: 0001898724
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39686
FILM NUMBER: 241098114
MAIL ADDRESS:
STREET 1: 4582 SOUTH ULSTER STREET
STREET 2: SUITE 1700
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
0001898724
Finney-Cooke Kristin R.
4582 S. ULSTER STREET
SUITE 1700
DENVER
CO
80237
true
false
LTIP Units of Apartment Income REIT, L.P.
2024-06-28
4
D
0
12111
D
Partnership Common Units
12111
0
D
Pursuant to the Seventh Amended and Restated Agreement of Limited Partnership ("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 (as defined below), 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.
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").
The LTIP Units are fully vested.
The LTIP Units do not expire.
/s/ Kristin R. Finney-Cooke
2024-07-02