Thomas L. Keltner - Jun 28, 2024 Form 4 Insider Report for Apartment Income REIT Corp. (AIRC)

Role: Director
Signature: /s/ Thomas L. Keltner
Stock symbol: AIRC
Transactions as of: Jun 28, 2024
Transactions value $: -$2,351,816
Form type: 4
Date filed: 7/2/2024, 09:47 PM
Previous filing: Feb 1, 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	-$2.35M	-60.1K	-100%	$39.12	0	Jun 28, 2024	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Thomas L. Keltner 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.

Content

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").

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.