Devin Ignatius Murphy - 28 Jun 2024 Form 4 Insider Report for Apartment Income REIT Corp.

Role: Director
Signature: /s/ Devin Murphy
Issuer symbol: N/A
Transactions as of: 28 Jun 2024
Net transactions value: -$445,420
Form type: 4
Filing time: 02 Jul 2024, 21:48:03 UTC
Previous filing: 05 Mar 2024
Next filing: 05 Jul 2024
SEC: View on sec.gov

Key filing fact

Devin Ignatius Murphy filed Form 4 for Apartment Income REIT Corp. on 02 Jul 2024.

Key facts

This page summarizes Devin Ignatius Murphy's Form 4 filing for Apartment Income REIT Corp..
2 reported transactions and 1 derivative row are listed below.
Filing timestamp: 02 Jul 2024, 21:48.

Change

Previous filing in this sequence was filed on 05 Mar 2024.
Current net transaction value: -$445,420.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

See Original Filing

Transactions Table

AIRC transaction

Class A Common Stock

Disposed to Issuer

Transaction value: $445,420
Shares: -11,386
Change %: -100%
Price: $39.12
Shares after: 0
Date: 28 Jun 2024
Ownership: Direct
Footnotes: F1, F2

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

AIRC transaction Derivative

LTIP Units of Apartment Income REIT, L.P.

Disposed to Issuer

Transaction value
Shares: -12,111
Change %: -100%
Price
Shares after: 0
Date: 28 Jun 2024
Ownership: Direct
Underlying class: Partnership Common Units
Underlying amount: 12,111
Exercise price
Footnotes: F1, F3, F4, F5

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

Devin Ignatius Murphy 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.
F3	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.
F4	The LTIP Units are fully vested.
F5	The LTIP Units do not expire.