Sec Form 4 Filing - COHN LISA R @ APARTMENT INVESTMENT & MANAGEMENT CO - 2012-01-30

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
COHN LISA R
2. Issuer Name and Ticker or Trading Symbol
APARTMENT INVESTMENT & MANAGEMENT CO [ AIV]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Executive Vice President
(Last) (First) (Middle)
4582 S. ULSTER STREET PARKWAY, SUITE 1100
3. Date of Earliest Transaction (MM/DD/YY)
01/30/2012
(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 01/30/2012 A 18,458 ( 1 ) A 119,071 D
Class A Common Stock 01/30/2012 S 297 D $ 24.4 118,774 D
Class A Common Stock 01/31/2012 S 2,067 D $ 24.41 116,707 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 (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
Employee Stock Option (right to buy) $ 32.57 ( 3 ) ( 4 ) 07/08/2012 Class A Common Stock 3,991 ( 3 ) 3,991 D
Employee Stock Option (right to buy) $ 24.63 ( 3 ) ( 4 ) 02/03/2013 Class A Common Stock 1,305 ( 3 ) 1,305 D
Employee Stock Option (right to buy) $ 21.72 ( 3 ) ( 4 ) 02/19/2014 Class A Common Stock 988 ( 3 ) 988 D
Employee Stock Option (right to buy) $ 28.33 ( 3 ) ( 4 ) 01/29/2018 Class A Common Stock 8,102 ( 3 ) 8,102 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
COHN LISA R
4582 S. ULSTER STREET PARKWAY
SUITE 1100
DENVER, CO80237
Executive Vice President
Signatures
Lisa R. Cohn 02/01/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares vest 25% on each anniversary of the grant date of January 30, 2012, beginning with the first anniversary
( 2 )Stock Award approved by Compensation and Human Resources Committee; price column not applicable.
( 3 )Pursuant to the anti-dilution provisions of the plan pursuant to which the option was granted, the number of shares subject to the option and the strike price of the option have been adjusted to correct an error made in connection with the previous adjustments for special dividends previously declared and paid.
( 4 )The option is fully vested.

Remarks:
The sales reported on this Form 4 were made pursuant to the reporting person's 10b5-1 trading plan established August 26, 2011 to satisfy tax obligations associated with the vesting of shares of restricted stock.

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).

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