Sec Form 4 Filing - CONSIDINE TERRY @ APARTMENT INVESTMENT & MANAGEMENT CO - 2017-10-31

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
CONSIDINE TERRY
2. Issuer Name and Ticker or Trading Symbol
APARTMENT INVESTMENT & MANAGEMENT CO [ AIV]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chairman & CEO
(Last) (First) (Middle)
4582 S. ULSTER STREET, SUITE 1100
3. Date of Earliest Transaction (MM/DD/YY)
10/31/2017
(Street)
DENVER, CO80237
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Class A Common Stock ( 1 ) 10/31/2017 M 202,429 A $ 8.92 388,972 ( 2 ) D
Class A Common Stock 10/31/2017 F 41,057 D $ 43.98 347,915 ( 2 ) D
Class A Common Stock 10/31/2017 S 111,577 D $ 44.0082 ( 3 ) 236,338 ( 2 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) D
Class A Common Stock 33,695 I See footnote ( 8 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $ 8.92 10/31/2017 M 202,429 ( 9 ) 02/03/2019 Class A Common Stock 202,429 ( 10 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CONSIDINE TERRY
4582 S. ULSTER STREET
SUITE 1100
DENVER, CO80237
X Chairman & CEO
Signatures
Terry Considine 11/01/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The net result of the stock option exercise reported on this form is the acquisition of 49,795 shares. Taking into account the transaction reported on this form, Mr. Considine has an overall equity stake in the company of 4,017,625 shares, partnership units, and options, the details of which are more fully described in footnotes 4, 5, 6, and 7 below.
( 2 )In addition to the reporting person's overall equity stake in the company, 133,689 shares are held by a tax exempt organization under 501(c)(3) of the Internal Revenue Code, for which the reporting person disclaims beneficial ownership.
( 3 )This price is a weighted average price. The prices actually received ranged from $43.73 to $44.20. The reporting person has provided to the issuer and will provide to any security holder or the staff of the Securities and Exchange Commission, upon request, information regarding the number of shares sold at each price within the range.
( 4 )In addition to the 236,338 shares held directly, the reporting person holds 274,027 shares of performance-based restricted stock. Upon conclusion of the various performance periods and depending on the results thereof, the reporting person may vest in all, some or none of the performance-based restricted stock.
( 5 )In addition to the 236,338 shares held directly, the reporting person holds 850,185 common partnership units in AIMCO Properties, L.P. ("OP Units"). The 850,185 OP Units include 510,452 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, 2,300 OP Units held by Titahotwo Limited Partnership RLLLP ("Titahotwo"), a registered limited liability limited partnership for which the reporting person serves as the general partner and holds a 0.5% ownership interest, and 157,698 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. Titahotwo also holds 1,589,372 Class I High Performance Units in AIMCO Properties, L.P.
( 6 )In addition to the 236,338 shares held directly, the reporting person holds 976,721 stock options, 119,265 of which are vested and exercisable and 857,456 of which are subject to certain vesting conditions. Of the unvested stock options, the vesting of 738,191 are 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 performance-based stock options.
( 7 )In addition to the 236,338 shares held directly, the reporting person holds 90,982 unvested partnership units, the vesting of which are 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 performance-based partnership units.
( 8 )Held by reporting person's spouse, for which the reporting person disclaims beneficial ownership except to the extent of his pecuniary interest therein.
( 9 )All of the options were fully vested and exercisable as of February 3, 2013.
( 10 )Option Award approved by Compensation and Human Resources Committee; price column not applicable.

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* 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).

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