ITEM 5.03. Temporary Suspension of Trading Under Registrant's Employee Benefit
On November 13, 2020, Apartment Investment and Management Company ("Aimco")
received a notice required by Section 101(i)(2)(E) of the Employee Retirement
Income Security Act of 1974 regarding the commencement of a temporary blackout
period, described below, under the Aimco 401(k) Retirement Plan (the "401(k)
Plan") resulting from the potential spin-off of Aimco's interest in the newly
created Apartment Income REIT Corp. to the holders of Apartment Investment and
Management Company common stock ("Aimco Common Stock"). As a result of the
spin-off (if consummated), for each share of Aimco Common Stock held in a
participant's account in the 401(k) Plan (if any), the account will receive one
share of Apartment Income REIT Corp. common stock ("AIR Common Stock"). After
the spin-off, each such 401(k) Plan account will hold both Aimco Common Stock
and AIR Common Stock. The blackout period with respect to the Aimco Common Stock
is necessary in order to process the new AIR Common Stock into the 401(k) Plan.
Due to the spin-off (if consummated), participants in the 401(k) Plan will be
temporarily unable to direct or diversify investments in individual accounts
under the 401(k) Plan that hold investments in Aimco Common Stock, or obtain a
loan, withdrawal or distribution from such accounts under the 401(k) Plan during
the temporary blackout period, which is scheduled to begin at 4:00 p.m., Eastern
Time, on December 14, 2020, and is expected to end on December 21, 2020, or
sooner, if possible.
Pursuant to Section 306(a) of the Sarbanes-Oxley Act of 2002, on November 19,
2020, Aimco sent a blackout trading restriction notice to its directors and
executive officers informing them that, during the temporary blackout period
described above, all of Aimco's directors and executive officers will be unable
to, directly or indirectly, purchase, sell or otherwise acquire or transfer any
shares of Aimco Common Stock (including any stock options or derivative
securities) if those securities were acquired in connection with employment or
service as a director or executive officer of Aimco.
A copy of the blackout trading restriction notice, also referred to as a BTR
Notice, is attached hereto as Exhibit 99.1 and is incorporated herein by
reference. Any inquiries regarding the temporary blackout period may be directed
to Lisa Cohn (303) 691-4415, or by emailing firstname.lastname@example.org.
Item 9.01. Financial Statements and Exhibits.
The following exhibits are furnished with this report:
99.1 Notice of Trading Blackout Period for Directors and Executive
Officers dated November 19, 2020.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
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