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Item 2. Unregistered Sales of Equity Securities

2023-05-04 compared with 2022-11-07 · 20 added, 31 removed, 43 unchanged (54% of the section changed)

1 unchanged sentence

Unregistered Sales of Equity Securities

From time to time, Aimco may issue shares of common stock in exchange for OP Units, defined under the Aimco Operating Partnership heading below.

Such shares are issued based on an exchange ratio of one share for each common OP Unit.

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, 2022, Aimco issued approximately 26,000 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.

From time to time, we may issue shares of our Common Stock in exchange for OP Units, defined under the Aimco Operating Partnership heading below.

Such shares are issued based on an exchange ratio of one share for each OP Unit.

We may also issue shares of our Common Stock in exchange for limited partnership interests in consolidated real estate partnerships.

During the three months ended March 31, 2023, no shares of Common Stock were issued in exchange for OP Units in such transactions.

Repurchases of Equity Securities

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

As of September 30, 2022, Aimco was authorized to repurchase up to 14.9 million shares of Aimco's outstanding common stock, subject

to certain customary limitations, which may be made from time to time in the open market or in privately negotiated transactions.

Our Board has, from time to time, authorized us to repurchase shares of our outstanding Common Stock.

As of March 31, 2023, we were authorized to repurchase up to 10.3 million shares of our outstanding Common Stock, subject to certain customary limitations, which may be made from time to time in the open market or in privately negotiated transactions.

This authorization has no expiration date.

During the three months ended September 30, 2022, we repurchased 73,444 shares of Aimco Class A common stock at a weighted-average price of $7.16 per share.

During the nine months ended September 30, 2022, we repurchased 815,608 shares of our common stock at a weighted-average price of $6.06 per share.

During the three months ended March 31, 2023, we repurchased 2,018,689 shares at a weighted-average price of $7.27 per share.

Aimco Operating Partnership

There is no public market for OP Units, and we have no intention of listing OP Units on any securities exchange.

In addition, Aimco Operating Partnership’s Partnership Agreement restricts the transferability of OP Units.

On May 3, 2023, there were 160,671,571 OP Units and equivalents outstanding (of which 148,616,217 were held by us), that were held by 2,099 unitholders of record.

Unregistered Sales of Equity Securities

Aimco Operating Partnership did not issue any unregistered OP Units during the three months ended September 30, 2022.

Aimco Operating Partnership did not issue any unregistered OP Units during the three months ended March 31, 2023.

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, 2022, approximately 26,000 common OP Units were redeemed in exchange for shares of Common Stock.

During the same period, approximately 12,000 common OP Units were redeemed in exchange for cash at an average price per unit of $6.57.

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

During the three months ended March 31, 2023, no OP Units were redeemed in exchange for shares of Common Stock, and approximately 34,000 OP Units were redeemed in exchange for cash at an average price per unit of $7.42.

Dividend and Distribution Payments

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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.

Aimco’s Board determines and declares Aimco's dividends.

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

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

On September 30, 2022, we paid a special cash dividend of $0.02 per share to shareholders of record on September 14, 2022.

The following exhibits are filed with this report:

1 unchanged sentence

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)

Amended and Restated Bylaws (Exhibit 3.1 to Aimco's Current Report on Form 8-K, dated April 27, 2023, 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)

Amendment to Master Leasing Agreement by and between Apartment Income REIT L.P.

and Aimco Development Company, LLC, dated as of May 19, 2022 (Exhibit 1.1 to Aimco's Current Report on Form 8-K, dated as of May 25, 2022, is incorporated herein by this reference)

Termination of Master Lease Agreements, dated as of June 17, 2022, by and among (i) MCZ/Centrum Flamingo II, L.L.C., AIMCO 50 Rogers Street, L.L.C., AIMCO Leahy Square Apartments, LLC, and Aimco Fitzsimons 3A Lessor, LLC;

(ii) Flamingo North Lessee, LLC, Prism Lessee, LLC, 707 Leahy Lessee, LLC, and Fremont Lessee LLC;

(iii) Aimco OP L.P.;

and (iv) Apartment Income REIT, L.P.

(Exhibit 1.1 to Aimco's Current Report on Form 8-K, dated June 14, 2022, is incorporated herein by this reference)

Amendment to Mezzanine Note Agreement and Notes, dated as of June 17, 2022, by and among Aimco JO Intermediate Holdings, LLC, Apartment Income REIT, L.P.

(f/k/a AIMCO Properties, L.P.) and AIR/Bethesda Holdings, Inc.

(f/k/a AIMCO/Bethesda Holdings, Inc.) (Exhibit 1.2 to Aimco's Current Report on Form 8-K, dated June 14, 2022, is incorporated herein by this reference)

Amendment to Master Leasing Agreement by and between Apartment Income REIT, L.P.

and Aimco Development Company, LLC, dated as of June 14, 2022, (Exhibit 1.3 to Aimco's Current Report on Form 8-K, dated June 14, 2022, 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 –

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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, 2022, formatted in iXBRL (Inline Extensible Business Reporting Language):

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, 2023, formatted in iXBRL (Inline Extensible Business Reporting Language):

(i) condensed consolidated balance sheets;

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Executive Vice President and Chief Financial Officer

/s/ Kellie E.

Senior Vice President and Chief Accounting Officer

AIMCO OP L.P.

1 unchanged sentence

Executive Vice President and Chief Financial Officer

November 7, 2022

/s/ Kellie E.

Senior Vice President and Chief Accounting Officer

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