Keith Kimmel - Jun 28, 2024 Form 4 Insider Report for Apartment Income REIT Corp. (AIRC)

Signature
/s/ Keith Kimmel
Stock symbol
AIRC
Transactions as of
Jun 28, 2024
Transactions value $
-$2,854,352
Form type
4
Date filed
7/2/2024, 09:48 PM
Previous filing
Mar 19, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction AIRC Class A Common Stock Disposed to Issuer -$925K -23.7K -32.42% $39.12 49.3K Jun 28, 2024 Direct F1, F2
transaction AIRC Class A Common Stock Disposed to Issuer -$1.93M -49.3K -100% $39.12 0 Jun 28, 2024 Direct F1, F3
transaction AIRC Class A Common Stock Disposed to Issuer -815 -100% 0 Jun 28, 2024 Held through 401(k) plan, which information is based on a plan statement dated 6-30-2024 F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction AIRC Stock Option (right to buy) Disposed to Issuer -14.6K -100% 0 Jun 28, 2024 Class A Common Stock 14.6K $34.28 Direct F1, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Keith Kimmel is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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").
F2 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 (the "Merger Consideration").
F3 Reflects unvested time-based restricted stock awards. At the Effective Time, each Issuer restricted stock award outstanding immediately prior to the Effective Time, whether vested or unvested, was automatically canceled and converted into the right to receive an amount in cash (without interest and subject to applicable withholdings), equal to the product obtained by multiplying (x) the aggregate number of shares of Class A Common Stock subject to such restricted stock award by (y) the Merger Consideration.
F4 The option was fully vested.
F5 At the Effective Time, each option outstanding immediately prior to the Effective Time, whether vested or unvested, was automatically canceled and converted into the right to receive an amount in cash equal to the fair value of such option as determined in accordance with the terms of the Merger Agreement.