Sec Form 4 Filing - CONSIDINE TERRY @ Apartment Income REIT, L.P. - 2021-12-29

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, L.P. [ NA] 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) 12/29/2021 (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 Common Partnership Units( 1 ) 12/29/2021 D 240,000( 2 ) D $ 52.885 270,452 D Common Partnership Units 12/30/2021 G V 39,550( 3 ) D 118,148 I See Footnote( 5 )

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

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 12/31/2021 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 6,480,985 shares, partnership units, and options. ( 2 )Pursuant to the Seventh Amended and Restated Partnership Agreement (the "Partnership Agreement") of Apartment Income REIT, L.P. (the "Partnership") a holder of common partnership units may tender such units for redemption. The Partnership may, in its sole discretion, elect to redeem the units for cash or equity pursuant to the terms of the Partnership Agreement. This amount reflects common partnership units tendered for redemption by the reporting person, which the Partnership redeemed for cash. ( 3 )The reporting person's spouse donated 39,550 common partnership units to several 501c3 organizations to fund charitable giving. ( 4 )Charitable gifts to 501c3 organizations, price column not applicable. ( 5 )Held by the reporting person's spouse, for which the reporting person disclaims beneficial ownership except to the extent of his pecuniary interest therein.

Remarks: The purposes of the dispositions reported this week were to repay bank debt incurred primarily with respect to (i) taxes and tax planning due to non-cash income recognized in 2020 and 2021 and (ii) funding continuing charitable commitments.

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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