4//SEC Filing
Finney-Cooke Kristin R. 4
Accession 0001140361-24-032288
CIK 0001820877other
Filed
Jul 1, 8:00 PM ET
Accepted
Jul 2, 9:48 PM ET
Size
7.0 KB
Accession
0001140361-24-032288
Insider Transaction Report
Form 4
Finney-Cooke Kristin R.
Director
Transactions
- Disposition to Issuer
LTIP Units of Apartment Income REIT, L.P.
2024-06-28−12,111→ 0 total→ Partnership Common Units (12,111 underlying)
Footnotes (4)
- [F1]Pursuant to the Seventh Amended and Restated Agreement of Limited Partnership ("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 (as defined below), 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.
- [F2]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").
- [F3]The LTIP Units are fully vested.
- [F4]The LTIP Units do not expire.
Documents
Issuer
Apartment Income REIT Corp.
CIK 0001820877
Entity typeother
Related Parties
1- filerCIK 0001898724
Filing Metadata
- Form type
- 4
- Filed
- Jul 1, 8:00 PM ET
- Accepted
- Jul 2, 9:48 PM ET
- Size
- 7.0 KB