Edgar Filing: APARTMENT INVESTMENT & MANAGEMENT CO

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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

ROBERTSON DAVID R

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

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Executive Vice President

(Last)

(First)

(Middle)

4582 S. ULSTER STREET PARKWAY, SUITE 1100

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

(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	12,770 ⁽¹⁾	A	$ 0	297,520	D
Class A Common Stock	08/29/2008		J	V	19,049 ⁽²⁾	A	$ 0	316,569	D
Class A Common Stock	10/10/2008		S		27,000 ⁽³⁾	D	$ 19.93 ⁽⁴⁾	289,569	D
Class A Common Stock	10/10/2008		S		29,000 ⁽³⁾	D	$ 20.79 ⁽⁵⁾	260,569	D
Class A Common Stock	10/10/2008		S		1,000 ⁽³⁾	D	$ 22.46	259,569	D
Class A Common Stock	10/13/2008		S		20,000 ⁽³⁾	D	$ 22.5137 ⁽⁶⁾	239,569	D

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 ⁽⁷⁾

⁽⁸⁾

01/29/2018

Class A Common Stock

48,016 ⁽⁷⁾

48,016

Employee Stock Option (right to buy)

$ 49.7 ⁽⁹⁾

⁽¹⁰⁾

03/15/2013

Class A Common Stock

653,882 ⁽⁹⁾

653,882

Employee Stock Option (right to buy)

$ 28.63 ⁽⁹⁾

⁽¹¹⁾

02/19/2014

Class A Common Stock

43,291 ⁽⁹⁾

43,291

Employee Stock Option (right to buy)

$ 32.47 ⁽⁹⁾

⁽¹²⁾

02/03/2013

Class A Common Stock

67,001 ⁽⁹⁾

67,001

Employee Stock Option (right to buy)

$ 32.47 ⁽⁹⁾

⁽¹³⁾

02/03/2013

Class A Common Stock

86,683 ⁽⁹⁾

86,683

Employee Stock Option (right to buy)

$ 39.06 ⁽⁹⁾

⁽¹⁴⁾

02/04/2012

Class A Common Stock

223,889 ⁽⁹⁾

223,889

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ROBERTSON DAVID R 4582 S. ULSTER STREET PARKWAY SUITE 1100 DENVER, CO 80237			Executive Vice President

Signatures

David Robertson		10/14/2008
^**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, the reporting person received these additional shares.
(2)	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, the reporting person received these additional shares.
(3)	Sold pursuant to a margin call.
(4)	This price is a weighted average price. The prices actually received ranged from $19.50 to $20.25. 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.
(5)	This price is a weighted average price. The prices actually received ranged from $20.5092 to $21.454. 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.
(6)	This price is a weighted average price. The prices actually received ranged from $22.20 to $22.95. 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.
(7)	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.
(8)	This option grant vests 25% on each anniversary of the grant date of January 29, 2008, beginning with the first anniversary.
(9)	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.
(10)	The option vests 25% on March 15, 2010, 35% on March 15, 2011, and 40% on March 15, 2012.
(11)	The option vests in five equal annual installments, 20% on each anniversary of the grant date of February 19, 2004. The portions of the option that vested in 2005 and 2006 have previously been exercised.
(12)	The option vested 34% on the first anniversary and 33% on each of the second and third anniversaries of the grant date of February 3, 2003. A portion of the option that vested in 2004 has previously been exercised.
(13)	The option vested 40% on the second anniversary and 20% on each of the third, fourth and fifth anniversaries of the grant date of February 3, 2003.
(14)	The option vested 8.33% on the first and second anniversaries of the grant date, 53.34% on the third anniversary of the grant date, and 15% on each of the fourth and fifth anniversaries of the grant date of February 4, 2002.

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