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*
APARTMENT INVESTMENT & MANAGEMENT CO

(Last) (First) (Middle)
4582 SOUTH ULSTER STREET, SUITE 1100

(Street)
DENVER CO 80237

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CENTURY PROPERTIES FUND XV [ NONE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/21/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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
Limited Partnership Units 02/21/2012 P 24,123.66 A $41.83 0(1) I See Footnote(1)
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
1. Name and Address of Reporting Person*
APARTMENT INVESTMENT & MANAGEMENT CO

(Last) (First) (Middle)
4582 SOUTH ULSTER STREET, SUITE 1100

(Street)
DENVER CO 80237

(City) (State) (Zip)
1. Name and Address of Reporting Person*
AIMCO PROPERTIES LP

(Last) (First) (Middle)
4582 SOUTH ULSTER STREET, SUITE 1100

(Street)
DENVER CO 80237

(City) (State) (Zip)
Explanation of Responses:
1. On February 21, 2012, AIMCO CPF XV Merger Sub LLC (the "Merger Sub"), a wholly owned subsidiary of AIMCO Properties, L.P. ("AIMCO Properties"), merged with and into Century Properties Fund XV, LP ("CPF XV"), with CPF XV as the surviving entity. In the merger, (i) each unit of limited partnership interest of CPF XV (collectively, the "Partnership Units") outstanding immediately prior to the merger (other than Partnership Units as to which appraisal rights are elected) was converted into the right to receive, at the election of the holder, either $41.83 in cash, or 1.67 partnership common units of AIMCO Properties, and (ii) AIMCO Properties' membership interest in the Merger Sub was converted into 100 Partnership Units. A wholly owned subsidiary of Apartment Investment and Management Company ("AIMCO") is the general partner of AIMCO Properties, and another wholly owned subsidiary of AIMCO is a limited partner in AIMCO Properties with an approximately 93% interest.
Remarks:
On February 21, 2012, prior to the consummation of the merger described in note (1) above, CPF XV became the successor of Century Properties Fund XV, a California limited partnership, pursuant to a merger. The merger had the effect of changing the issuer's domicile from California to Delaware, but did not alter the proportionate interests of holders of limited partnership units.
/s/ Trent A. Johnson Vice President and Assistant General Counsel 02/21/2012
** 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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