ITEM 1.01. Entry into a Material Definitive Agreement.




On December 15, 2020, Apartment Investment and Management Company ("Aimco")
completed the previously announced separation, which was effected by way of a
pro rata distribution (the "REIT Distribution"), in which stockholders of Aimco
received one share of Class A common stock of Apartment Income REIT Corp.
("AIR") for every one share of Class A common stock of Aimco held as of the
close of business on December 5, 2020, the record date for the REIT
Distribution, and received cash in lieu of fractional shares of Class A common
stock of AIR. AIMCO Properties, L.P. ("AIR OP") also completed the previously
announced separation, which was effected through a pro rata distribution (the
"OP Distribution") of all of the outstanding common limited partnership units of
Aimco OP L.P. ("Aimco OP," and such units, "Aimco OP Units") to holders of AIR
OP common limited partnership units and AIR OP Class I High Performance
partnership units as of the close of business on December 5, 2020, the record
date for the OP Distribution. The transactions described in this paragraph are
collectively referred to as the "Separation."
Separation Agreement
In connection with the Separation, Aimco, Aimco OP, AIR and AIR OP entered into
a Separation and Distribution Agreement, effective as of December 15, 2020 (the
"Separation Agreement"), which, among other things, contains the agreements
among the parties regarding the principal transactions necessary to effect the
Separation. It also sets forth other agreements that govern certain aspects of
the parties' ongoing relationship after the completion of the Separation.
Aimco OP A&R LPA
In connection with the Separation, Aimco and Aimco OP GP, LLC, which is Aimco
OP's general partner, entered into an Amended and Restated Agreement of Limited
Partnership of Aimco OP, effective as of December 14, 2020 (the "Aimco OP A&R
LPA"), which amended and restated the Limited Partnership Agreement of Aimco OP
to provide for, among other things, the following rights and obligations of the
partners of Aimco OP following the Separation.
Voting Rights
Under the Aimco OP A&R LPA, limited partners have voting rights only with
respect to certain limited matters such as certain amendments of the partnership
agreement and certain transactions such as the institution of bankruptcy
proceedings, an assignment for the benefit of creditors, and certain transfers
by the general partner of its interest in Aimco OP or the admission of a
successor general partner.
Distributions
The Aimco OP A&R LPA requires the general partner to cause Aimco OP to
distribute quarterly all, or such portion as the general partner may in its sole
and absolute discretion determine, of Available Cash (as defined in the Aimco OP
A&R LPA) generated by Aimco OP during such quarter to the general partner, the
special limited partner, and the other holders of Aimco OP Units on the record
date established by the general partner with respect to such quarter, as
follows: to (i) the
Non-Aimco
Holders Sharing Percentage (as defined in the Aimco OP A&R LPA) to the
non-Aimco
holders, and (ii) the Aimco Partners Sharing Percentage (as defined in the Aimco
. . .

ITEM 2.01. Completion of Acquisition or Disposition of Assets.




The description of the Separation included under Item 1.01 of this Current
Report on Form
8-K
is incorporated into this Item 2.01 by reference.

ITEM 2.03. Creation of a Direct Financial Obligation or an Obligation under an


           Off-Balance Sheet Arrangement of a Registrant.


The description of the Mezzanine Note Agreement and Mezzanine Notes included
under Item 1.01 of this Current Report on Form
8-K,
and the complete terms and conditions thereof attached hereto as Exhibit 10.12
and Exhibit 10.13, respectively, are incorporated into this Item 2.03 by
reference.

ITEM 3.03. Material Modification to Rights of Security Holders.




The description of the Articles Supplementary and Amended and Restated Bylaws
(each as defined below) included under Item 5.03 of this Current Report on Form
8-K
is incorporated into this Item 3.03 by reference.
The description of the Aimco OP A&R LPA included under Item 1.01 of this Current
Report on Form
8-K
is incorporated into this Item 3.03 by reference.

ITEM 5.01. Changes in Control of Registrant.




Immediately prior to the Separation, Aimco OP was a wholly-owned subsidiary of
AIR OP. Following completion of the Separation, AIR OP retains no ownership
interest in Aimco OP. The description of the Separation included under Item 1.01
of this Current Report on Form
8-K
is incorporated into this Item 5.01 by reference.

ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

Directors

Effective immediately prior to the completion of the Separation, Thomas L. Keltner, Devin I. Murphy, Kathleen M. Nelson, John D. Rayis, Ann Sperling, and Nina A. Tran resigned from their positions as members of the Board of Directors of Aimco (the "Board") and the size of the Board was increased to 10, and the following individuals were appointed by the Board (each, a "New Director") to fill the resulting vacancies and to serve in the class and on the committee(s) of the Board set forth opposite each New Director's name:



Name                           Class                       Committee(s)
Quincy Allen                   Class I Director            Audit Committee
                                                           Compensation and Human Resources
                                                           Committee
                                                           Nominating and Corporate
                                                           Governance Committee
                                                           Investment Committee

Jay P. Leupp                   Class II Director           Audit Committee
                                                           Compensation and Human Resources
                                                           Committee
                                                           Nominating and Corporate
                                                           Governance Committee
                                                           Investment Committee

Wesley W. Powell               Class III Director          N/A

R. Dary Stone                  Class II Director           Audit Committee
                                                           Compensation and Human Resources
                                                           Committee
                                                           Nominating and Corporate
                                                           Governance Committee
                                                           Investment Committee

Kirk A. Sykes                  Class I Director            Audit Committee
                                                           Compensation and Human Resources
                                                           Committee
                                                           Nominating and Corporate
                                                           Governance Committee
                                                           Investment Committee



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Terry Considine, Robert A. Miller and Michael A. Stein continue to serve as
directors of Aimco. Mr. Considine is a Class III director. Mr. Miller is a
Class III director and was appointed as Chairman of the Board. Mr. Stein is a
Class II director and was appointed as Chairman of the Audit Committee of the
Board. Mr. Miller and Mr. Stein continue to serve as members of the Audit
Committee, the Compensation and Human Resources Committee, the Nominating and
Corporate Governance Committee, and the Investment Committee of the Board.
There are no arrangements or understandings between any New Director and any
other person pursuant to which such New Director was elected as a director of
Aimco. Except for the independent director compensation to be awarded to each of
the New Directors other than Mr. Powell, there have not been any transactions,
nor are there any currently proposed transactions, to which Aimco or Aimco OP or
any of Aimco's subsidiaries was or is to be a party in which any New Director
had, or will have, a direct or indirect material interest. Aimco's Board
determines the compensation to be paid to individuals who serve as Aimco's
independent directors. Compensation information for Mr. Powell can be found in
the Information Statement of Aimco OP, dated as of November 30, 2020, filed as
Exhibit 99.1 to the Current Report on Form
8-K
filed jointly by Aimco and Aimco OP with the Securities and Exchange Commission
on November 30, 2020, under the sections entitled "Going Forward Aimco
Compensation Arrangements."
Officers
Effective immediately prior to the completion of the Separation, Terry Considine
resigned as Chief Executive Officer and President, Paul Beldin resigned as
Executive Vice President and Chief Financial Officer, Lisa Cohn resigned as
Executive Vice President, General Counsel and Secretary, and Keith Kimmel
resigned as Executive Vice President, Property Operations, in each case, of
Aimco, and the following individuals were appointed by the Board to the
corporate offices of Aimco set forth opposite their respective names:

Name                                        Position
Wesley W. Powell                            President and Chief Executive
                                            Officer

H. Lynn C. Stanfield                        Executive Vice President and Chief
                                            Financial Officer

Jennifer B. Johnson                         Executive Vice President, Chief
                                            Administrative Officer, General
                                            Counsel and Secretary

Justin Frenzel                              Vice President and Chief Accounting
                                            Officer

Wesley W. Powell . Mr. Powell is the President and Chief Executive Officer of Aimco following the Separation. Mr. Powell was appointed as Aimco's Executive Vice President, Redevelopment in January 2018, in which capacity he had responsibility for redevelopment activities nationally and Aimco's acquisition activities in the eastern region. From August 2013 to January 2018, Mr. Powell served as Aimco's Senior Vice President, Redevelopment with responsibility for the eastern region. . . .

ITEM 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


           Year.

On December 14, 2020, Aimco filed with the Maryland Department of Assessments & Taxation an Articles Supplementary with an effective time of 12:01 am on December 15, 2020 (the "Articles Supplementary"). Pursuant to the Articles Supplementary, Aimco elects to be subject to the provisions of the Maryland Unsolicited Takeover Act ("MUTA"). Effective as of December 15, 2020, the Board amended and restated Aimco's bylaws (such amended and restated bylaws, the "Amended and Restated Bylaws") to provide that, among other things:



            •    Aimco elects by resolution of the Board to be subject to the
                 provisions of MUTA, and consistent with such election, the Board
                 is initially classified into three classes, denominated as
                 Class I, Class II, and Class III, with such classes serving until
                 the 2021, 2022, and 2023 annual meetings of Aimco's stockholder,
                 respectively, at which annual meetings each Class will be elected
                 to a term expiring at the 2024 annual meeting of Aimco's
                 stockholders;



            •    Aimco elects by resolution of the Board, effective as of
                 immediately prior to the 2024 annual meeting of Aimco's
                 stockholders, to not be subject to the provisions of MUTA, and
                 consistent with such election, commencing with the 2024 annual
                 meeting of Aimco's stockholders, the Board will no longer be
                 classified, and each director will be elected annually for a term
                 of one year expiring at the next succeeding annual meeting; and



            •    Aimco's stockholders will have the right to call a special meeting
                 only upon the written request of the stockholders entitled to cast
                 not less than a majority of all the votes entitled to be cast on
                 the business proposed to be transacted at such meeting.



                                       8

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The description set forth under this Item 5.03 is qualified in its entirety by
reference to the full text of the Articles Supplementary and the Amended and
Restated Bylaws, which are attached hereto as Exhibit 3.1 and Exhibit 3.2,
respectively, and incorporated herein by reference.
The description of the Aimco OP A&R LPA included under Item 1.01 of this Current
Report on Form
8-K
is incorporated into this Item 5.03 by reference, solely with respect to Aimco
OP.


ITEM 8.01. Other Events.

On December 15, 2020, Aimco issued a press release announcing the completion of the Separation. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

ITEM 9.01. Financial Statements and Exhibits.




(b) Pro forma Financial Information
Aimco and Aimco OP have previously filed audited historical combined financial
data and unaudited pro forma combined financial data, in each case, giving
effect to the Separation and related transactions in the Information Statement
of Aimco OP, dated as of November 30, 2020, filed as Exhibit 99.1 to the Current
Report on Form
8-K
filed jointly by Aimco and Aimco OP with the Securities and Exchange Commission
on November 30, 2020.
(d) Exhibits

Exhibit
  No.                                    Description

2.1           Separation and Distribution Agreement, effective as of December 15,
            2020, by and among Apartment Investment Management Company, Aimco OP
            L.P., Apartment Income REIT Corp. and AIMCO Properties, L.P.

3.1           Articles Supplementary of Apartment Investment Management Company

3.2           Amended and Restated Bylaws of Apartment Investment Management
            Company

10.1          Amended and Restated Agreement of Limited Partnership of Aimco OP
            L.P., effective as of December 14, 2020

10.2          Master Services Agreement, effective as of December 15, 2020, by and
            among Apartment Investment Management Company, Aimco OP L.P.,
            Apartment Income REIT Corp. and AIMCO Properties, L.P.

10.3          Employee Matters Agreement, effective as of December 15, 2020, by
            and among Apartment Investment Management Company, Aimco OP L.P.,
            Apartment Income REIT Corp. and AIMCO Properties, L.P.

10.4          Master Leasing Agreement, effective as of December 15, 2020, by and
            between AIMCO Properties, L.P. and Aimco Development Company, LLC

10.5          Master Lease Agreement, dated as of December 15, 2020 (to be
            effective January 1, 2021), by and between AIMCO 50 Rogers Street, LLC
            and Prism Lessee, LLC

10.6          Master Lease Agreement, dated as of December 15, 2020 (to be
            effective January 1, 2021), by and between AIMCO Fitzsimons 3A Lessor,
            LLC and Fremont Lessee, LLC

10.7          Master Lease Agreement, dated as of December 15, 2020 (to be
            effective January 1, 2021), by and between MCZ/Centrum Flamingo II,
            L.L.C. and Flamingo North Lessee, LLC

10.8          Master Lease Agreement, dated as of December 15, 2020 (to be
            effective January 1, 2021), by and between AIMCO Leahy Square
            Apartments, LLC and 707 Leahy Lessee, LLC



                                       9

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10.9       Property Management Agreement, effective as of December 15, 2020, by
         and between James-Oxford Limited Partnership and AIR Property Management
         TRS, LLC

10.10      Property Management Agreement, effective as of December 15, 2020, by
         and between Aimco OP L.P. and AIR Property Management TRS, LLC

10.11      Property Management Agreement, effective as of December 15, 2020, by
         and between Aimco OP L.P. and AIR Property Management TRS, LLC

10.12      Property Management Agreement, effective as of December 15, 2020, by
         and between Aimco Development Company, LLC and AIR Property Management
         TRS, LLC

10.13      Mezzanine Note Agreement, effective as of December 14, 2020, by and
         among Aimco REIT Sub, LLC, AIMCO/Bethesda Holdings, Inc. and AIMCO
         Properties, L.P.

10.14      Form of 5.2% Secured Mezzanine Note, made by Aimco REIT Sub, LLC
         (included in Exhibit 10.13)

99.1       Press Release, dated December 15, 2020

104      Cover Page Interactive Data File (embedded within the Inline XBRL
         document)



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