Terry Considine - 28 Jun 2024 Form 4 Insider Report for Apartment Income REIT Corp.

Footnote F1

Prior to the transactions reported on this form, Mr. Considine had an overall equity stake in the company of 6,384,311 shares, partnership units, and options, the details of which are more fully described in footnotes 2 and 3 below.

Footnote F2

Prior to the Merger (as defined below), the reporting person held 3,469 shares directly and 16,000 in a trust for which the reporting person disclaimed beneficial ownership. In addition, the reporting person holds 3,585,840 common partnership units and equivalents in Apartment Income REIT, L.P. ("OP Units"). The 3,585,840 OP Units include 196,178 OP Units held directly by the reporting person, 179,735 OP Units held by an entity in which the reporting person has sole voting and investment power, 1,591,672 OP Units held by Titahotwo Limited Partnership RLLLP ("Titahotwo"), an entity for which the reporting person serves as the general partner and holds a 0.5% ownership interest, and 192,422 OP Units held by the reporting person's spouse, for which the reporting person disclaims beneficial ownership except to the extent of his pecuniary interest therein. This number also includes 114,768 LTIP Units and 1,311,065 LTIP II Units.

Footnote F3

In addition to the shares held directly, the reporting person holds 2,028,352 unvested partnership units, the vesting of which is subject to certain performance criteria. Upon conclusion of the performance period and depending on the results thereof, the reporting person may vest in all, some or none of the partnership units; provided, that certain of such partnership units may be subject to continued service-based vesting conditions.

Footnote F4

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 F5

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").

Footnote F6

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 and LTIP II Units had the right to convert all or a portion of such holder's vested 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 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 F7

The units are fully vested.

Footnote F8

The LTIP Units do not expire.

Footnote F9

The LTIP II Units may be converted at any time prior to the ten year anniversary of the date of grant.

Footnote F10

The option was fully vested.

Footnote F11

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.