Sec Form 4 Filing - CONSIDINE TERRY @ Apartment Income REIT Corp. - 2021-12-27

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 Income REIT Corp. [ AIRC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO (Last) (First) (Middle) 4582 S. ULSTER STREET, SUITE 1700 3. Date of Earliest Transaction (MM/DD/YY) 12/27/2021 (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 ) 12/27/2021 S 31,052 D $ 53.3785( 2 ) 137,693 D Class A Common Stock 12/28/2021 S 68,116 D $ 53.7434( 3 ) 69,577( 4 )( 5 )( 6 )( 7 ) 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 Amou nt or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CONSIDINE TERRY 4582 S. ULSTER STREET SUITE 1700 DENVER, CO80237 X CEO Signatures Terry Considine 12/29/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Taking into account the transactions reported on this form, Mr. Considine has an overall equity stake in the company of 6,850,260 shares, partnership units, and options, the details of which are more fully described in footnotes 4, 5, 6, and 7 below. ( 2 )This price is a weighted average price. The price at which the shares were actually sold ranged from $53.00 to $53.84. 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. ( 3 )This price is a weighted average price. The price at which the shares were actually sold ranged from $53.32 to $54.18. 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 )The reporting person holds 69,577 shares directly and 16,000 in a trust for which the reporting person disclaims beneficial ownership. In addition, the reporting person holds 2,439,557 common partnership units and equivalents in Apartment Income REIT, L.P. ("OP Units"). The 2,439,557 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, 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% 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. In addition, the reporting person holds 114,768 LTIP Units (which are the equivalent of OP Units) and 413,231 LTIP II Units. ( 5 )In addition to the 69,577 shares held directly, the reporting person holds 3,011,846 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. ( 6 )In addition, as part of his overall equity stake, the reporting person holds 750,557 stock options, which are vested and exercisable. ( 7 )The reporting person's spouse holds 34,724 shares, for which the reporting person disclaims beneficial ownership, except to the extent of his pecuniary interest therein,.

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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