SEC Form 4
Washington, D.C. 20549


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*

(Last) (First) (Middle)
SUITE 1700


(City) (State) (Zip)
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)
3. Date of Earliest Transaction (Month/Day/Year)
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)
Code V Amount (A) or (D) Price
Class A Common Stock(1) 12/31/2021 S 26,108(2) D $54.9997(3) 3,469(4)(5)(6) 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 (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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Taking into account the transaction reported on this form, Mr. Considine has an overall equity stake in the company of 6,469,878 shares, partnership units, and options, the details of which are more fully described in footnotes 4, 5, and 6 below.
2. Due to an error by the reporting person's broker, incomplete trade data was provided prior to the Form 4 due date. This amendment is being filed to correct the broker's error. Specifically, the broker initially reported 15,001 shares sold at a weighted average price of $54.9626, which sales were timely reported by the reporting person on a Form 4 filed January 3, 2022. Upon review, and after timely filing the Form 4, the broker identified that the number of shares sold was 26,108 at a weighted average price of $54.9997. The price range of the sales remained unchanged (see footnote 3).
3. This price is a weighted average price. The price at which the shares were actually sold ranged from $54.73 to $55.19. 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 3,469 shares directly and 16,000 in a trust for which the reporting person disclaims beneficial ownership. In addition, the reporting person holds 2,160,007 common partnership units and equivalents in Apartment Income REIT, L.P. ("OP Units"). The 2,160,007 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% 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. 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 3,469 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.
The purposes of the dispositions reported 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.
Terry Considine 01/11/2022
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.