SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED 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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

CONSIDINE TERRY

(Last)

(First)

(Middle)

4582 S. ULSTER STREET

SUITE 1700

(Street)

DENVER

80237

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Apartment Income REIT Corp. [ AIRC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/30/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
LTIP II Units of Apartment Income REIT, L.P.⁽⁵⁾	⁽⁶⁾	01/30/2024		A		311,019		⁽⁷⁾	⁽⁸⁾	Partnership Common Units	311,019	⁽⁹⁾	1,311,065	D

Explanation of Responses:

1. Taking into account the transactions reported on this form, Mr. Considine has 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, 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 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.

3. In addition to the shares held directly, the reporting person holds 2,028,445 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

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 2023 short term incentive compensation, price column not applicable. Receipt of the LTIP II Units was subject to performance against certain criteria.

7. The LTIP II Units vest 50% on January 31, 2025, and 50% on January 31, 2026.

8. The LTIP II Units may be converted at any time prior to the ten year anniversary of the date of grant.

9. Award for 2023 short term incentive compensation; price column not applicable.

	Terry Considine	02/01/2024
	** Signature of Reporting Person	Date
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.
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SEC Form 4 filed by Considine Terry