Sec Form 4 Filing - CONSIDINE TERRY @ Apartment Income REIT, L.P. - 2022-02-01

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) _____ 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) 02/01/2022 (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 ) 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 (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 LTIP II Units of Apartment Income REIT, L.P.( 5 ) ( 6 ) 02/01/2022 A 170,574 ( 7 ) ( 8 ) Partnership Common Units 170,574 ( 6 ) 583,805 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CONSIDINE TERRY 4582 S. ULSTER STREET SUITE 1700 DENVER, CO80237 CEO Signatures Terry Considine 02/02/2022 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 5,929,728 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 2,858,580 common partnership units and equivalents in Apartment Income REIT, L.P. ("OP Units"). The 2,858,580 OP Units include 270,452 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% ownership interest, and 118,148 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 (which are the equivalent of OP Units) and 583,805 LTIP II Units. ( 3 )In addition to the shares held directly, the reporting person holds 2,301,122 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 performance-based 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 a portion of 2019 long term incentive compensation, price column not applicable. Receipt of the LTIP II Units was subject to satisfaction of total shareholder return criteria over the period compared to specified indices. ( 7 )The LTIP II Units vest 50% on February 1, 2022, and 50% on January 29, 2023. ( 8 )The LTIP II Units do not expire.

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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