UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 23, 2012

CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3, LP

(Exact name of registrant as specified in its charter)


DELAWARE	0-14187	94-2940208
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

55 BEATTIE PLACE POST OFFICE BOX 1089 GREENVILLE, SOUTH CAROLINA		29602
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (864) 239-1000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 5.07. Submission of Matters to a Vote of Security Holders

As previously disclosed, on November 15, 2011, Consolidated Capital Institutional Properties/3, LP, a Delaware limited partnership (“CCIP/3”), entered into an amended and restated agreement and plan of merger (the “Merger Agreement”) with AIMCO Properties, L.P., a Delaware limited partnership (“Aimco OP”) and AIMCO CCIP/3 Merger Sub LLC, a Delaware limited liability company of which Aimco OP is the sole member (the “Merger Subsidiary”). The Merger Agreement provides for the Merger Subsidiary to be merged with and into CCIP/3, with CCIP/3 as the surviving entity, upon approval by a majority in interest of the Series A units of limited partnership interest of CCIP/3 (the “Series A Units”) outstanding.

On January 23, 2012, Aimco OP and its affiliates, which owned 239,212 of the 382,893.60 issued and outstanding Series A Units, or approximately 62.47% of the number of units outstanding, took action by written consent to approve the merger, which was completed on January 23, 2012. In the merger, each Series A Unit outstanding immediately prior to the merger (other than Series A Units as to which appraisal rights are elected) was converted into the right to receive, at the election of the holder, either $61.30 in cash (the “Cash Consideration”), or 2.67 partnership common units of Aimco OP. Limited partners who reside in the State of California, or who fail to make an election, will receive only the Cash Consideration. In the merger, Aimco OP’s membership interest in the Merger Subsidiary was converted into 1,000 Series A Units. ConCap Equities, Inc. continues to be the sole general partner of CCIP/3, and CCIP/3’s agreement of limited partnership in effect immediately prior to the merger remains unchanged.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	CONSOLIDATED CAPITAL INSTITUTIONAL
	PROPERTIES/3, LP

Date: January 23, 2012	By:	CONCAP EQUITIES, INC.,
		Its General Partner

	By:	/s/ Stephen B. Waters
		Stephen B. Waters
		Senior Director of Partnership Accounting

CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES 3 8-K