SEC FORM 4

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Rayis John D

(Last)

(First)

(Middle)

4582 S. ULSTER STREET

SUITE 1700

(Street)

DENVER

80237

(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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/28/2024

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	06/28/2024		D⁽¹⁾		9,412	D	$39.12⁽²⁾	0	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)
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)
LTIP Units of Apartment Income REIT, L.P.	⁽³⁾	06/28/2024		D⁽¹⁾			12,301	⁽⁴⁾	⁽⁵⁾	Partnership Common Units	12,301	⁽³⁾	0	D

Explanation of Responses:

1. On June 28, 2024, the Issuer was acquired by Apex Purchaser LLC, Aries Purchaser LLC and Astro Purchaser LLC (collectively, the "Parent Entities"), pursuant to that certain Agreement and Plan of Merger entered into by and among the Issuer, the Parent Entities and Astro Merger Sub, Inc., a wholly owned subsidiary of the Parent Entities and an affiliate of Blackstone Real Estate Partners X L.P. ("Merger Sub"), dated as of April 7, 2024 (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly-owned subsidiary of the Parent Entities (the "Merger").

2. At the effective time of the Merger (the "Effective Time"), each share of the Issuer's Class A common stock outstanding immediately prior to the Effective Time (other than certain excluded shares) was automatically canceled and converted into the right to receive $39.12 in cash, without interest and subject to any required withholding taxes.

3. Pursuant to the Seventh Amended and Restated Agreement of Limited Partnership (the "Partnership Agreement") of Apartment Income REIT, L.P. ("AIR LP"), a holder of LTIP Units had the right to convert all or a portion of such holder's vested LTIP Units into Partnership Common Units (as such term is defined in the Partnership Agreement). Pursuant to the Partnership Agreement, holders of Partnership Common Units had the right to require AIR LP to redeem such holder's Partnership Common Units, which redemption may have been 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. In connection with the Merger Agreement, such LTIP Units are no longer redeemable for Class A Common Stock and now are only redeemable for cash based on the value of AIR LP Partnership Common Units, as determined by an amendment to the Partnership Agreement.

4. The LTIP Units are fully vested.

5. The LTIP Units do not expire.

	/s/ John Rayis	07/02/2024
	** 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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Director Rayis John D returned $368,197 worth of shares to the company (9,412 units at $39.12), closing all direct ownership in the company (SEC Form 4)