UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the exchange act. ☐
| ITEM 5.03. | Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans. |
On November 13, 2020, Apartment Investment and Management Company (“Aimco”) received a notice required by Section 101(i)(2)(E) of the Employee Retirement Income Security Act of 1974 regarding the commencement of a temporary blackout period, described below, under the Aimco 401(k) Retirement Plan (the “401(k) Plan”) resulting from the potential spin-off of Aimco’s interest in the newly created Apartment Income REIT Corp. to the holders of Apartment Investment and Management Company common stock (“Aimco Common Stock”). As a result of the spin-off (if consummated), for each share of Aimco Common Stock held in a participant’s account in the 401(k) Plan (if any), the account will receive one share of Apartment Income REIT Corp. common stock (“AIR Common Stock”). After the spin-off, each such 401(k) Plan account will hold both Aimco Common Stock and AIR Common Stock. The blackout period with respect to the Aimco Common Stock is necessary in order to process the new AIR Common Stock into the 401(k) Plan. Due to the spin-off (if consummated), participants in the 401(k) Plan will be temporarily unable to direct or diversify investments in individual accounts under the 401(k) Plan that hold investments in Aimco Common Stock, or obtain a loan, withdrawal or distribution from such accounts under the 401(k) Plan during the temporary blackout period, which is scheduled to begin at 4:00 p.m., Eastern Time, on December 14, 2020, and is expected to end on December 21, 2020, or sooner, if possible.
Pursuant to Section 306(a) of the Sarbanes-Oxley Act of 2002, on November 19, 2020, Aimco sent a blackout trading restriction notice to its directors and executive officers informing them that, during the temporary blackout period described above, all of Aimco’s directors and executive officers will be unable to, directly or indirectly, purchase, sell or otherwise acquire or transfer any shares of Aimco Common Stock (including any stock options or derivative securities) if those securities were acquired in connection with employment or service as a director or executive officer of Aimco.
A copy of the blackout trading restriction notice, also referred to as a BTR Notice, is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Any inquiries regarding the temporary blackout period may be directed to Lisa Cohn (303) 691-4415, or by emailing lisa.cohn@aimco.com.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
The following exhibits are furnished with this report:
| Exhibit No. |
Description | |
| 99.1 | Notice of Trading Blackout Period for Directors and Executive Officers dated November 19, 2020. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Dated: November 19, 2020
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
| /s/ Paul Beldin |
| Paul Beldin |
| Executive Vice President and Chief Financial Officer |
Exhibit 99.1
NOTICE OF
TRADING BLACKOUT PERIOD
FOR
DIRECTORS AND EXECUTIVE OFFICERS
| TO: | All Executive Officers and Directors | |
| Apartment Investment and Management Company (“Aimco”) | ||
| FROM: | Aimco | |
| DATE: | November 19, 2020 | |
| SUBJECT: | BTR Blackout Period | |
This Notice is being presented to you as required under Rule 104 of Regulation BTR promulgated by the Securities and Exchange Commission pursuant to Section 306(a)(6) of the Sarbanes-Oxley Act of 2002. The purpose of this Notice is to inform you of an impending “blackout period” under the Aimco 401(k) Retirement Plan (the “401(k) Plan”), during which you will be generally prohibited from effecting any direct or indirect transactions in Apartment Investment and Management Company common stock (“Aimco Common Stock”) (ticker: AIV), that you acquired in connection with your service or employment as a director or executive officer of Aimco.
Reasons for the Blackout Period
The Aimco Board may approve a spin-off of Aimco’s interest in the newly created Apartment Income REIT Corp. to the holders of Aimco Common Stock (the “spin-off”). Currently, the 401(k) Plan holds shares of Aimco Common Stock. If the spin-off is consummated, for each share of Aimco Common Stock held in a participant’s account in the 401(k) Plan (if any), the account will receive one share of Apartment Income REIT Corp. common stock (“AIR Common Stock”) (ticker: AIRC). If the spin-off is consummated, then after the spin-off, each such account will hold both Aimco Common Stock and AIR Common Stock. The blackout period with respect to the Aimco Common Stock is necessary in order to process the new AIR Common Stock into the 401(k) Plan.
Impact on Affected Plan Rights
If such changes occur, then as a result 401(k) Plan participants and beneficiaries will be temporarily unable to direct or diversify investments in individual accounts under the 401(k) Plan that hold investment in Aimco Common Stock, or obtain a loan, withdrawal or distribution from such accounts under the 401(k) Plan during the temporary blackout period.
Length of Blackout Period
The blackout period for the 401(k) Plan will begin at 4:00 P.M. Eastern Time on Monday, December 14, 2020 and extend through Monday, December 21, 2020, or earlier, if possible.
Restrictions on Executive Officers and Directors During Blackout Period.
The blackout period has a direct impact on executive officers’ and directors’ ability to trade Aimco Common Stock regardless of whether the executive officers or directors participate in the 401(k) Plan or have individual accounts under the 401(k) Plan that hold investments in Aimco Common Stock. During the blackout period, the executive officers and directors of Aimco will be subject to the trading restrictions imposed under Section 306(a) of the Sarbanes-Oxley Act of 2002 and Regulation BTR. Subject to limited exceptions, these restrictions generally prohibit the direct or indirect purchase, sale or other acquisition or transfer of any Aimco Common Stock that you acquired in connection with your service or employment as a director or executive officer of Aimco. For this purpose, there is a rebuttable presumption that any Aimco Common Stock that you attempt to transfer during the blackout period was acquired in connection with your service or employment as a director or executive officer of Aimco. These trading restrictions include any indirect trading where you have a pecuniary interest in the transaction. Accordingly, acquisitions and dispositions by family members, partnerships, corporations, or trusts where you have a pecuniary interest are prohibited during the blackout period.
Who to Contact for Additional Information
If you have questions concerning this Notice or the trading restrictions described above, please contact:
Lisa Cohn
Executive Vice President & General Counsel
Apartment Investment and Management Company
4582 South Ulster Street, Suite 1700
Denver, CO 80237
Email: lisa.cohn@aimco.com
Phone: 303-691-4415
Document and Entity Information |
Nov. 19, 2020 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | APARTMENT INVESTMENT & MANAGEMENT CO |
| Entity Incorporation State Country Code | MD |
| Amendment Flag | false |
| Entity Central Index Key | 0000922864 |
| Current Fiscal Year End Date | --12-31 |
| Document Type | 8-K |
| Document Period End Date | Nov. 19, 2020 |
| Entity File Number | 1-13232 |
| Entity Tax Identification Number | 84-1259577 |
| Entity Address, Address Line One | 4582 SOUTH ULSTER STREET |
| Entity Address, Address Line Two | SUITE 1700 |
| Entity Address, Address Line Three | SUITE 1700 |
| Entity Address, City or Town | DENVER |
| Entity Address, State or Province | CO |
| Entity Address, Postal Zip Code | 80237 |
| City Area Code | (303) |
| Local Phone Number | 757-8101 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Aimco Investment and Management Company Class A Common Stock |
| Trading Symbol | AIV |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |