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

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
02 Jul 2024, 21:48:03 UTC
Prior SEC filing
05 Mar 2024
Next SEC filing
05 Jul 2024
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Devin Murphy

Key filing fact

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

Key facts

  • This page summarizes Devin I. Murphy's Form 4 filing for Apartment Income REIT Corp..
  • 2 reported transactions and 1 derivative row are listed below.
  • Accepted by SEC: 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.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

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

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

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
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Devin I. Murphy is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 5 footnotes

Footnote 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").

Footnote 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.

Footnote 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.

Footnote F4

The LTIP Units are fully vested.

Footnote F5

The LTIP Units do not expire.

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