SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CONSIDINE TERRY

(Last)

(First)

(Middle)

4582 S. ULSTER STREET PARKWAY

SUITE 1100

(Street)

DENVER

80237

(City)

(State)

(Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/21/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	03/21/2007		M		460,000	A	$37.375	960,000	I	By a limited liability limited partnership⁽¹⁾
Class A Common Stock								236,656	D
Class A Common Stock								1,310,181	I	See footnote⁽²⁾
Class A Common Stock	03/21/2007		S		1,800	D	$57.16	189,606	I	See footnote⁽³⁾
Class A Common Stock	03/21/2007		S		300	D	$57.17	189,306	I	See footnote⁽³⁾
Class A Common Stock	03/21/2007		S		800	D	$57.18	188,506	I	See footnote⁽³⁾
Class A Common Stock	03/21/2007		S		100	D	$57.19	188,406	I	See footnote⁽³⁾
Class A Common Stock	03/21/2007		S		300	D	$57.2	188,106	I	See footnote⁽³⁾
Class A Common Stock	03/21/2007		S		1,900	D	$57.21	186,206	I	See footnote⁽³⁾
Class A Common Stock	03/21/2007		S		500	D	$57.22	185,706	I	See footnote⁽³⁾
Class A Common Stock	03/21/2007		S		100	D	$57.23	185,606	I	See footnote⁽³⁾
Class A Common Stock	03/21/2007		S		500	D	$57.24	185,106	I	See footnote⁽³⁾
Class A Common Stock	03/21/2007		S		11,100	D	$57.25	174,006	I	See footnote⁽³⁾

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$37.375	03/21/2007		S			540,000	⁽⁴⁾	01/21/2008	Class A Common Stock	540,000	$18.681	1,620,000	I	By a limited liability limited partnership⁽¹⁾
Stock Option (right to buy)	$37.375	03/21/2007		M			460,000	⁽⁴⁾	01/21/2008	Class A Common Stock	460,000	⁽⁵⁾	1,160,000	I	By a limited liability limited partnership⁽¹⁾

Explanation of Responses:

1. The reporting person sold the option to Titaho Limited Partnership, RLLLP ("Titaho"), on January 31, 1998. The reporting person's brother serves as the trustee for the sole general partner of Titaho. The reporting person disclaims beneficial ownership of all securities held by Titaho, and this report should not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

2. An entity in which the reporting person has sole voting and investment power holds 114,681 shares. Titahotwo Limited Partnership RLLLP, a registered limited liability limited partnership for which the reporting person serves as the general partner and holds a 0.5% ownership interest, holds 1,195,500 shares.

3. The reporting person also disclaims beneficial ownership of the following: 74,743 shares held by the reporting person's spouse; 98,963 shares held by a non-profit foundation in which the reporting person has shared voting and investment power; and 300 shares held by trusts for which the reporting person is the trustee. The aggregate of 17,400 shares reported as sold on this Form 4 were sold by the above-referenced non-profit foundation. With respect to these securities for which ownership is disclaimed, this report should not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

4. This option grant vested 40% on the second anniversary of the grant date of January 21, 1998, and 20% on each of the third, fourth and fifth anniversaries of the grant date of January 21, 1998.

5. Option award approved by Compensation and Human Resources Committee; price column not applicable.

Remarks:

Titaho exercised an option to acquire and hold 460,000 shares, funding its purchase in part by selling to an unrelated third party an option for 540,000 shares which Titaho owned, which option is nearing its expiration.

	Terry Considine	03/23/2007
	** Signature of Reporting Person	Date
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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