What changed in this filing

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Item 2. Unregistered Sales of Equity Securities

2022-05-09 compared with 2021-11-09 · 31 added, 40 removed, 30 unchanged (70% of the section changed)

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

UNREGISTERED SALES OF EQUITY S ECURITIES AND USE OF PROCEEDS

Unregistered Sales of Equity Securities

2 unchanged sentences

Aimco may also issue shares of common stock in exchange for limited partnership interests in consolidated real estate partnerships.

During the three months ended September 30, 2021, Aimco issued approximately 140,000 shares of common stock in exchange for OP Units in these transactions.

During the three months ended March 31, 2022, Aimco issued approximately 23,000 shares of common stock in exchange for OP Units in these transactions.

Such shares were issued in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended.

Repurchases of Equity Securities

There were no repurchases by Aimco of its common equity securities during the three months ended September 30, 2021.

Aimco’s board of directors has, from time to time, authorized Aimco to repurchase shares of its outstanding common stock.

As of September 30, 2021, Aimco was authorized to repurchase approximately 10.4 million shares.

Aimco’s Board has, from time to time, authorized Aimco to repurchase shares of its outstanding common stock.

As of December 31, 2021, Aimco was authorized to repurchase approximately 10.4 million shares.

This authorization has no expiration date.

These repurchases may be made from time to time in the open market or in privately negotiated transactions.

In January 2022, we repurchased 202,400 shares of Aimco Class A common stock at a weighted average price of $6.49 per share, in accordance with our share repurchase authorization.

As of March 31, 2022, up to 10.2 million shares remained available under the share repurchase authorization.

Aimco Operating Partnership

Unregistered Sales of Equity Securities

Aimco Operating Partnership did not issue any unregistered OP Units during the three months ended September 30, 2021 .

Aimco Operating Partnership did not issue any unregistered OP Units during the three months ended March 31, 2022.

Repurchases of Equity Securities

Aimco Operating Partnership’s Partnership Agreement generally provides that after holding common OP Units for one-year, limited partners other than Aimco have the right to redeem their common OP Units for cash or, at our election, shares of Aimco Common Stock on a one-for-one basis (subject to customary antidilution adjustments).

During the three months ended September 30, 2021, approximately 140,000 of common OP Units were redeemed in exchange for shares of Common Stock.

The following table summarizes Aimco Operating Partnership’s repurchases, or redemptions in exchange for cash, of common OP Units for the three months ended September 30, 2021.

Fiscal period

Total Number of Units

Purchased as Part of

Publicly Announced

Plans or Programs (1)

Maximum Number of

Units that May Yet Be

Purchased Under the

Plans or Programs (1)

July 1, 2021 ‒ July 31, 2021

August 1, 2021 ‒ August 31, 2021

September 1, 2021 ‒ September 30, 2021

The terms of Aimco Operating Partnership’s Partnership Agreement do not provide for a maximum number of units that may be repurchased, and other than the express terms of its Partnership Agreement, Aimco Operating Partnership has no publicly announced plans or programs of repurchase.

However, for Aimco to repurchase shares of its Common Stock, Aimco Operating Partnership must make a concurrent repurchase of its common partnership units held by Aimco at a price per unit that is equal to the price per share Aimco pays for its Common Stock.

During the three months ended March 31, 2022, approximately 23,000 of common OP Units were redeemed in exchange for shares of Common Stock.

During the same period, approximately 18,000 common OP Units were redeemed in exchange for cash at an average price of $7.41.

Dividend and Distribution Payments

As a REIT, Aimco is required to distribute annually to holders of its Common Stock at least 90% of its “real estate investment trust taxable income,” which, as defined by the Code and United States Department of Treasury regulations, is generally equivalent to net taxable ordinary income.

Aimco’s board of directors determines and declares its dividends.

In making a dividend determination, Aimco’s board of directors considers a variety of factors, including REIT distribution requirements;

As a REIT, Aimco is required to distribute annually to holders of its Common Stock at least 90.0% of its “real estate investment trust taxable income,”

which, as defined by the Code and United States Department of Treasury regulations, is generally equivalent to net taxable ordinary income.

Aimco’s board determines and declares its dividends.

In making a dividend determination, Aimco’s board considers a variety of factors, including REIT distribution requirements;

current market conditions;

liquidity needs;

and other uses of cash, such as deleveraging and accretive investment

and other uses of cash, such as deleveraging and accretive investment activities.

Aimco plans to reinvest earnings to facilitate growth and, therefore, does not presently intend to pay a regular quarterly cash dividend.

The following exhibits are filed with this report:

Charter – Articles of Restatement (Exhibit 3.1 to Aimco’s Annual Report on Form 10-K dated February 24, 2020, is incorporated herein by this reference)

Amended and Restated Bylaws (Exhibit 3.2 to Aimco’s Current Report on Form 8-K, dated December 15, 2020, is incorporated herein by this reference)

Articles Supplementary of Apartment Investment Management Company (Exhibit 3.1 to Aimco’s Current Report on Form 8-K, dated December 15, 2020, is incorporated herein by this reference)

Amended and Restated Agreement of Limited Partnership of Aimco OP L.P., effective as of December 14, 2020 (Exhibit 10.1 to Aimco’s Current Report on Form 8-K, dated December 15, 2020, is incorporated herein by this reference)

Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 – Aimco

Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 – Aimco

Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 – Aimco Operating Partnership

Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 – Aimco Operating Partnership

Charter –

Articles of Restatement (Exhibit 3.1 to Aimco’s Annual Report on Form 10-K dated February 24, 2020, is incorporated herein by this reference)

Amended and Restated Bylaws (Exhibit 3.2 to Aimco’s Current Report on Form 8-K, dated December 15, 2020, is incorporated herein by this reference)

Articles Supplementary of Apartment Investment Management Company (Exhibit 3.1 to Aimco’s Current Report on Form 8-K, dated December 15, 2020, is incorporated herein by this reference)

Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 –

Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 –

Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 –

Aimco Operating Partnership

Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 –

Aimco Operating Partnership

Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – Aimco

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 –

Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – Aimco Operating Partnership

The following materials from Aimco’s and Aimco Operating Partnership’s combined Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, formatted in iXBRL (Inline Extensible Business Reporting Language):

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 –

Aimco Operating Partnership

The following materials from Aimco’s and Aimco Operating Partnership’s combined Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022, formatted in iXBRL (Inline Extensible Business Reporting Language):

(i) condensed consolidated balance sheets;

(ii) condensed consolidated statements of operations;

(iii) condensed consolidated statements of equity and partners’ capital;

(iii) condensed consolidated statements of equity and partners’

(iv) condensed consolidated statements of cash flows;

8 unchanged sentences

Executive Vice President and Chief Financial Officer

November 9, 2021

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities