Post-effective Amendment to an S-8 Filing (s-8 Pos)
06 Januar 2023 - 12:04PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on January 5,
2023
Registration No. 333-207828
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 TO:
FORM S-8 REGISTRATION STATEMENT NO. 333-207828
UNDER
THE SECURITIES ACT OF 1933
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
(Exact name of registrant as specified in its charter)
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Maryland
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84-1259577
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(State or Other Jurisdiction
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(I.R.S. Employer
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of Incorporation or Organization)
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Identification No.)
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4582 South Ulster Street, Suite 1450
Denver, Colorado 80237
(Address of Principal Executive Offices)
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80237
(Zip Code)
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AIR 401(k) Retirement Plan (formerly known as Aimco 401(k)
Retirement Plan)
(Full
title of the plan)
Jennifer Johnson
Executive Vice President, Chief Administrative Officer, General
Counsel and Secretary
4582 South Ulster Street, Suite 1450
Denver, Colorado 80237
(Name and address of agent for service)
(303) 224-7900
(Telephone number, including area code, of agent for
service)
Copies to:
Jeffrey R. Kesselman.
Sherman & Howard L.L.C.
675 15th Street, Suite 2300
Denver, Colorado 80202
(303) 297-2900
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company, or an emerging growth company. See the
definitions of "large accelerated filer," "accelerated filer,"
"smaller reporting company" and "emerging growth company" in Rule
12b-2 of the Securities Exchange Act.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 7(a)(2)(B) of the Securities
Act. ☐
1
DEREGISTRATION OF SHARES
On November 5, 2015, Apartment Investment and Management Company
(“Aimco”) registered 100,000 shares of Class A Common Stock on the
Registration Statement on Form S-8 (File No. 333-207828) (the
“Registration Statement”), to be issued pursuant to the AIR 401(k)
Retirement Plan (formerly known as Aimco 401(k) Retirement Plan)
(the “AIR 401(k) Plan”), of which approximately 7,969 shares of
Class A Common Stock remain unsold as of December 31, 2022 (the
“Unsold Shares”). On December 15, 2020, Aimco filed Post-Effective
Amendment No. 1 to the Initial Registration Statement to reflect
that Apartment Income REIT Corp. (“AIR”) became the new plan
sponsor of the AIR 401(k) Plan as of December 15, 2020 in
connection with the creation of AIR by separating assets
representing approximately 10% of the total estimated value as of
March 31, 2020, of Aimco.
Effective as of December 31, 2022, Aimco Class A Common Stock will
no longer be offered pursuant to the AIR 401(k) Plan and Aimco has
terminated any offering of Aimco’s securities pursuant to the
Registration Statement. In accordance with undertakings made by
Aimco in the Registration Statement to remove from registration, by
means of a post-effective amendment, any of the securities that
remain unsold at the termination of the offering, Aimco hereby
removes from registration all of the Unsold Shares from the
Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has
duly caused this Post-Effective Amendment No. 2 to Registration
Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Denver, State of Colorado, on
January 5, 2023.
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APARTMENT INVESTMENT AND MANAGEMENT COMPANY
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By:
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/s/ Wes Powell
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Wes Powell
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Director, President and Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit
plan) have duly caused this Post-Effective Amendment No. 2 to
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Denver,
State of Colorado, on January 5, 2023.
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AIR 401(K) RETIREMENT PLAN
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By:
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/s/ Lisa Cohn
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Lisa Cohn
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President and General Counsel, Apartment Income REIT
Corp
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2
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