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

Role: Pres. of Property Operations
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.