Edgar Filing: CONSIDINE TERRY

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

CONSIDINE TERRY

2. Issuer Name and Ticker or Trading Symbol
APARTMENT INVESTMENT & MANAGEMENT CO [AIV]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chairman & CEO

(Last)

(First)

(Middle)

4582 S. ULSTER STREET PARKWAY, SUITE 1100

3. Date of Earliest Transaction (Month/Day/Year)
10/08/2008

(Street)

DENVER, CO 80237

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	01/30/2008		J	V	12,101 ⁽¹⁾	A	$ 0	198,757	D
Class A Common Stock	01/30/2008		J	V	7,436 ⁽¹⁾	A	$ 0	122,117 ⁽²⁾	I	see footnote
Class A Common Stock	01/30/2008		J	V	62,247 ⁽¹⁾	A	$ 0	1,022,247 ⁽³⁾	I	see footnote
Class A Common Stock	01/30/2008		J	V	77,517 ⁽¹⁾	A	$ 0	1,273,017 ⁽⁴⁾	I	see footnote
Class A Common Stock	01/30/2008		J	V	4,846 ⁽¹⁾	A	$ 0	79,589 ⁽⁵⁾	I	see footnote
Class A Common Stock	01/30/2008		J	V	9,657 ⁽¹⁾	A	$ 0	158,620 ⁽⁶⁾	I	see footnote
Class A Common Stock	01/30/2008		J	V	18 ⁽¹⁾	A	$ 0	318 ⁽⁷⁾	I	see footnote
Class A Common Stock	08/29/2008		J	V	16,635 ⁽⁸⁾	A	$ 0	215,392	D
Class A Common Stock	08/29/2008		J	V	10,221 ⁽⁸⁾	A	$ 0	132,338 ⁽²⁾	I	see footnote
Class A Common Stock	08/29/2008		J	V	85,567 ⁽⁸⁾	A	$ 0	1,107,814 ⁽³⁾	I	see footnote
Class A Common Stock	08/29/2008		J	V	106,557 ⁽⁸⁾	A	$ 0	1,379,574 ⁽⁴⁾	I	see footnote
Class A Common Stock	08/29/2008		J	V	6,661 ⁽⁸⁾	A	$ 0	86,250 ⁽⁵⁾	I	see footnote
Class A Common Stock	08/29/2008		J	V	13,276 ⁽⁸⁾	A	$ 0	171,896 ⁽⁶⁾	I	see footnote
Class A Common Stock	08/29/2008		J	V	24 ⁽⁸⁾	A	$ 0	342 ⁽⁷⁾	I	see footnote
Class A Common Stock	10/08/2008		S		368,600 ⁽⁹⁾	D	$ 23.7987 ⁽¹⁰⁾	739,214 ⁽³⁾	I	see footnote
Class A Common Stock	10/09/2008		S		214,800 ⁽⁹⁾	D	$ 23.1438 ⁽¹¹⁾	524,414 ⁽³⁾	I	see footnote
Class A Common Stock	10/09/2008		S		6,200 ⁽⁹⁾	D	$ 22.7545 ⁽¹²⁾	518,214 ⁽³⁾	I	see footnote
Class A Common Stock	10/10/2008		S		151,400 ⁽⁹⁾	D	$ 21.3682 ⁽¹³⁾	366,814 ⁽³⁾	I	see footnote
Class A Common Stock	10/10/2008		S		225,200 ⁽⁹⁾	D	$ 20.7905 ⁽¹⁴⁾	141,614 ⁽³⁾	I	see footnote
Class A Common Stock	10/10/2008		S		23,400 ⁽⁹⁾	D	$ 20.0209 ⁽¹⁵⁾	118,214 ⁽³⁾	I	see footnote

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (right to buy)

$ 37.48 ⁽¹⁶⁾

⁽¹⁷⁾

01/29/2018

Class A Common Stock

636,940 ⁽¹⁶⁾

636,940

Employee Stock Option (right to buy)

$ 37.48 ⁽¹⁶⁾

01/29/2009

01/29/2018

Class A Common Stock

146,986 ⁽¹⁶⁾

146,986

Employee Stock Option (right to buy)

$ 55.94 ⁽¹⁸⁾

⁽¹⁹⁾

02/05/2017

Class A Common Stock

99,066 ⁽¹⁸⁾

99,066

Employee Stock Option (right to buy)

$ 55.94 ⁽¹⁸⁾

⁽²⁰⁾

02/05/2017

Class A Common Stock

163,458 ⁽¹⁸⁾

163,458

Employee Stock Option (right to buy)

$ 38.39 ⁽¹⁸⁾

02/13/2007

02/13/2016

Class A Common Stock

129,167 ⁽¹⁸⁾

129,167

Employee Stock Option (right to buy)

$ 38.39 ⁽¹⁸⁾

⁽²¹⁾

02/13/2016

Class A Common Stock

535,106 ⁽¹⁸⁾

535,106

Employee Stock Option (right to buy)

$ 33.99 ⁽¹⁸⁾

⁽²²⁾

02/16/2015

Class A Common Stock

335,833 ⁽¹⁸⁾

335,833

Employee Stock Option (right to buy)

$ 28.63 ⁽¹⁸⁾

⁽²³⁾

02/19/2014

Class A Common Stock

429,994 ⁽¹⁸⁾

429,994

Employee Stock Option (right to buy)

$ 28.63 ⁽¹⁸⁾

⁽²⁴⁾

02/19/2014

Class A Common Stock

429,993 ⁽¹⁸⁾

429,993

Employee Stock Option (right to buy)

$ 32.47 ⁽¹⁸⁾

⁽²⁵⁾

02/03/2013

Class A Common Stock

168,411 ⁽¹⁸⁾

168,411

I ⁽³⁾

see footnote

Employee Stock Option (right to buy)

$ 32.47 ⁽¹⁸⁾

⁽²⁶⁾

02/03/2013

Class A Common Stock

520,095 ⁽¹⁸⁾

520,095

I ⁽³⁾

see footnote

Employee Stock Option (right to buy)

$ 38.95 ⁽¹⁸⁾

⁽²⁷⁾

01/28/2012

Class A Common Stock

184,029 ⁽¹⁸⁾

184,029

I ⁽³⁾

see footnote

Employee Stock Option (right to buy)

$ 38.95 ⁽¹⁸⁾

⁽²⁸⁾

01/28/2012

Class A Common Stock

848,064 ⁽¹⁸⁾

848,064

I ⁽³⁾

see footnote

Employee Stock Option (right to buy)

$ 42.55 ⁽¹⁸⁾

⁽²⁹⁾

01/24/2011

Class A Common Stock

223,889 ⁽¹⁸⁾

223,889

I ⁽³⁾

see footnote

Employee Stock Option (right to buy)

$ 34.4 ⁽¹⁸⁾

⁽³⁰⁾

01/19/2010

Class A Common Stock

431,315 ⁽¹⁸⁾

431,315

I ⁽³⁾

see footnote

Employee Stock Option (right to buy)

$ 32.61 ⁽¹⁸⁾

⁽³¹⁾

01/20/2009

Class A Common Stock

167,916 ⁽¹⁸⁾

167,916

I ⁽³⁾

see footnote

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
CONSIDINE TERRY 4582 S. ULSTER STREET PARKWAY SUITE 1100 DENVER, CO 80237	X		Chairman & CEO

Signatures

Terry Considine		10/10/2008
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	As a result of a special dividend declared December 21, 2007, and paid January 30, 2008, to all stockholders of record on December 31, 2007, these additional shares were received.
(2)	Held by an entity in which the reporting person has sole voting and investment power.
(3)	Held by Titaho Limited Partnership RLLLP ("Titaho"), a registered limited liability limited partnership for which the reporting person's brother is the trustee for the sole general partner. The reporting person disclaims beneficial ownership of all securities held by Titaho, and this report should not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or any other purpose.
(4)	Held by Titahotwo Limited Partnership RLLLP ("Titahotwo"), a registered limited liability limited partnership for which the reporting person serves as the general partner and holds a 0.5% ownership interest.
(5)	Held by the reporting person's spouse. The reporting person disclaims beneficial ownership of all securities held by the reporting person's spouse, and this report should not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or any other purpose.
(6)	Held by a non-profit foundation in which the reporting person has shared voting and investment power. The reporting person disclaims beneficial ownership of all securities held by the non-profit foundation, and this report should not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or any other purpose.
(7)	Held by trusts for which the reporting person is the trustee. The reporting person disclaims beneficial ownership of all securities held by the trusts, and this report should not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or any other purpose.
(8)	As a result of a special dividend declared July 18, 2008, and paid August 29, 2008, to all stockholders of record on July 28, 2008, these additional shares were received.
(9)	Sold pursuant to a margin call.
(10)	This price is a weighted average price. The prices actually received ranged from $23.50 to $24.04. The reporting person has provided to the issuer and will provide to any security holder or the staff of the Securities and Exchange Commission, upon request, information regarding the number of shares sold at each price within the range.
(11)	This price is a weighted average price. The prices actually received ranged from $23.00 to $23.82. The reporting person has provided to the issuer and will provide to any security holder or the staff of the Securities and Exchange Commission, upon request, information regarding the number of shares sold at each price within the range.
(12)	This price is a weighted average price. The prices actually received ranged from $22.75 to $22.78. The reporting person has provided to the issuer and will provide to any security holder or the staff of the Securities and Exchange Commission, upon request, information regarding the number of shares sold at each price within the range.
(13)	This price is a weighted average price. The prices actually received ranged from $21.10 to $22.08. The reporting person has provided to the issuer and will provide to any security holder or the staff of the Securities and Exchange Commission, upon request, information regarding the number of shares sold at each price within the range.
(14)	This price is a weighted average price. The prices actually received ranged from $20.11 to $21.08. The reporting person has provided to the issuer and will provide to any security holder or the staff of the Securities and Exchange Commission, upon request, information regarding the number of shares sold at each price within the range.
(15)	This price is a weighted average price. The prices actually received ranged from $20.00 to $20.10. The reporting person has provided to the issuer and will provide to any security holder or the staff of the Securities and Exchange Commission, upon request, information regarding the number of shares sold at each price within the range.
(16)	Pursuant to the anti-dilution provisions of the plan pursuant to which the option was granted, the number of shares subject to the option and the strike price of the option have been adjusted to reflect the special dividend paid August 29, 2008, to all stockholders of record on July 28, 2008.
(17)	This option grant vests 25% on each anniversary of the grant date of January 29, 2008, beginning with the first anniversary.
(18)	Pursuant to the anti-dilution provisions of the plan pursuant to which the option was granted, the number of shares subject to the option and the strike price of the option have been adjusted to reflect the special dividends paid January 30, 2008, and August 29, 2008, to all stockholders of record on December 31, 2007, and July 28, 2008, respectively.
(19)	This option grant vests 20% on each anniversary of the grant date of February 5, 2007, beginning with the first anniversary.
(20)	This option grant vests 25% on each anniversary of the grant date of February 5, 2007, beginning with the first anniversary.
(21)	This option grant vests 20% on each anniversary of the grant date of February 13, 2006, beginning with the first anniversary.
(22)	This option grant vests 20% on each anniversary of the grant date of February 16, 2005, beginning with the first anniversary.
(23)	This option grant vests 20% on each anniversary of the grant date of February 19, 2004, beginning with the first anniversary.
(24)	This option grant vested 34% on the first anniversary of the grant date of February 19, 2004, and 33% on each of the second and third anniversaries of the grant date of February 19, 2004.
(25)	This option grant vested 34% on the first anniversary of the grant date of February 3, 2003, and 33% on each of the second and third anniversaries of the grant date of February 3, 2003.
(26)	This option grant vested 40% on the second anniversary of the grant date of February 3, 2003 and 20% on each of the third, fourth and fifth anniversaries of the grant date of February 3, 2003.
(27)	This option grant vested 34% on the first anniversary of the grant date of January 28, 2002, and 33% on each of the second and third anniversaries of the grant date of January 28, 2002.
(28)	This option grant vested 40% on the second anniversary of the grant date of January 28, 2002, and 20% on each of the third, fourth and fifth anniversaries of the grant date of January 28, 2002.
(29)	This option grant vested 34% on the first anniversary of the grant date of January 24, 2001, and 33% on each of the second and third anniversaries of the grant date of January 24, 2001.
(30)	This option grant vested 60% on the third anniversary of the grant date of January 19, 2000, and 20% on each of the fourth and fifth anniversaries of the grant date of January 19, 2000.
(31)	This option grant vested 60% on the third anniversary of the grant date of January 20, 1999, and 20% on each of the fourth and fifth anniversaries of the grant date of January 20, 1999.

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