Statement of Ownership (sc 13g)
14 Février 2023 - 9:01PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(AMENDMENT
NO. )*
APARTMENT
INVESTMENT AND MANAGEMENT COMPANY
(Name
of Issuer)
Class
A Common Stock
(Title
of Class of Securities)
03748R747
(CUSIP
Number)
December
31, 2022
(Date
of Event which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
* | The
remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior
cover page. |
The
information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. 03748R747 |
|
13G |
|
Page
1 of 8 Pages |
1. |
NAMES
OF REPORTING PERSONS
Sessa Capital Special Opportunity Fund II, L.P. |
|
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
|
(a)
[ ]
(b)
[ ] |
3. |
SEC
USE ONLY
|
|
4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER
OF SHARES
BENEFICIALLY OWNED
BY EACH
REPORTING
PERSON WITH |
5. |
SOLE
VOTING POWER
|
6. |
SHARED
VOTING POWER
9,932,043 |
7. |
SOLE
DISPOSITIVE POWER
|
8. |
SHARED
DISPOSITIVE POWER
9,932,043 |
9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,932,043 |
|
10. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) [ ]
|
|
11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.5% |
|
12. |
TYPE
OF REPORTING PERSON (see instructions)
PN |
|
CUSIP
No. 03748R747 |
|
13G |
|
Page
2 of 8 Pages |
1. |
NAMES
OF REPORTING PERSONS
Sessa
Capital GP, LLC |
|
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
|
(a)
[ ]
(b)
[ ] |
3. |
SEC
USE ONLY
|
|
4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5. |
SOLE
VOTING POWER
9,932,043 |
6. |
SHARED
VOTING POWER
|
7. |
SOLE
DISPOSITIVE POWER
9,932,043 |
8. |
SHARED
DISPOSITIVE POWER
|
9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,932,043 |
|
10. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) [ ]
|
|
11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.5% |
|
12. |
TYPE
OF REPORTING PERSON (see instructions)
OO |
|
CUSIP
No. 03748R747 |
|
13G |
|
Page
3 of 8 Pages |
1. |
NAMES
OF REPORTING PERSONS
Sessa
Capital IM, L.P. |
|
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
|
(a)
[ ]
(b)
[ ]
|
3. |
SEC
USE ONLY
|
|
4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5. |
SOLE
VOTING POWER
9,932,043 |
6. |
SHARED
VOTING POWER
|
7. |
SOLE
DISPOSITIVE POWER
9,932,043 |
8. |
SHARED
DISPOSITIVE POWER
|
9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,932,043 |
|
10. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) [ ]
|
|
11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.5% |
|
12. |
TYPE
OF REPORTING PERSON (see instructions)
PN |
|
CUSIP
No. 03748R747 |
|
13G |
|
Page
4 of 8 Pages |
1. |
NAMES
OF REPORTING PERSONS
Sessa
Capital IM GP, LLC |
|
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
|
(a)
[ ]
(b)
[ ]
|
3. |
SEC
USE ONLY
|
|
4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5. |
SOLE
VOTING POWER
9,932,043 |
6. |
SHARED
VOTING POWER
|
7. |
SOLE
DISPOSITIVE POWER
9,932,043 |
8. |
SHARED
DISPOSITIVE POWER
|
9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,932,043 |
|
10. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) [ ]
|
|
11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.5% |
|
12. |
TYPE
OF REPORTING PERSON (see instructions)
OO |
|
CUSIP
No. 03748R747 |
|
13G |
|
Page
5 of 8 Pages |
1. |
NAMES
OF REPORTING PERSONS
John
Petry |
|
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
|
(a)
[ ]
(b)
[ ]
|
3. |
SEC
USE ONLY
|
|
4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5. |
SOLE
VOTING POWER
9,932,043 |
6. |
SHARED
VOTING POWER
|
7. |
SOLE
DISPOSITIVE POWER
9,932,043 |
8. |
SHARED
DISPOSITIVE POWER
|
9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,932,043 |
|
10. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) [ ]
|
|
11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.5% |
|
12. |
TYPE
OF REPORTING PERSON (see instructions)
IN |
|
CUSIP No. 03748R747 |
|
13G |
|
Page 6 of 8 Pages |
|
|
|
Item 1. |
(a) |
Name of Issuer
Apartment Investment and Management Company (the, “Issuer”) |
|
|
|
|
(b) |
Address of Issuer’s Principal Executive Offices
4582 South Ulster Street, Suite 1450
Denver, Colorado 80237 |
Item 2. |
(a) |
Name
of Person Filing
The
names of the persons filing this report (collectively, the “Reporting Persons”) are:
1. Sessa Capital Special Opportunity Fund II, L.P.
2. Sessa Capital GP, LLC
3. Sessa Capital IM, L.P.
4. Sessa Capital IM GP, LLC
5. John
Petry |
|
|
|
|
(b) |
Address
of the Principal Office or, if none, residence
The
address of the principal business office of each of the Reporting Persons is:
888
Seventh Avenue, 30th Floor
New
York, NY, 10019 |
|
|
|
|
(c) |
Citizenship
Sessa Capital Special Opportunity Fund II, L.P. - a Delaware limited liability partnership
Sessa
Capital GP, LLC – a Delaware limited liability company
Sessa
Capital IM, L.P. – a Delaware limited liability partnership
Sessa
Capital IM GP, LLC – a Delaware limited liability company
Mr.
Petry – a United States citizen |
|
|
|
|
(d) |
Title
of Class of Securities
Class
A Common Stock (“Common Stock”) |
|
|
|
|
(e) |
CUSIP
Number
03748R747 |
Item
3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is
a:
Not
applicable.
CUSIP
No. 03748R747 |
|
13G |
|
Page
7 of 8 Pages |
Item
4. Ownership.
The
information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover pages
to this Schedule 13G. The ownership percentages reported are based on the 151,632,179 shares of Common Stock outstanding as of
November 4, 2022, as reported in the Issuer’s Form 10-Q filed on November 7, 2022.
Sessa Capital Special Opportunity Fund II, L.P. (the “Fund”) directly beneficially owns 9,932,043 shares of Common Stock.
Sessa
Capital GP, LLC is the general partner of the Fund and, as a result, may be deemed to beneficially own Common Stock owned by the
Fund. Sessa Capital IM, L.P. is the investment manager of the Fund and, as a result, may be deemed to beneficially own Common
Stock owned by the Fund. Sessa Capital IM GP, LLC is the general partner of Sessa Capital IM, L.P. and, as a result, may be deemed
to beneficially own Common Stock beneficially owned by Sessa Capital IM, L.P. John Petry is the manager of Sessa Capital GP, LLC
and Sessa Capital IM GP, LLC and, as a result, may be deemed to beneficially own Common Stock owned by the Fund.
Item
5. Ownership of Five Percent or Less of a Class.
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following [ ].
Item
6. Ownership of More than Five Percent on Behalf of Another Person.
Not
applicable
Item
7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not
applicable
Item
8. Identification and Classification of Members of the Group.
Not
applicable
Item
9. Notice of Dissolution of Group.
Not
applicable
CUSIP
No. 03748R747 |
|
13G |
|
Page
8 of 8 Pages |
Item
10. Certification.
The
Reporting Persons hereby make the following certification:
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than
activities solely in connection with a nomination under § 240.14a-11.
Signature
After
reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth
in this statement is true, complete and correct.
|
By:
|
/s/
John Petry |
|
|
|
John
Petry |
|
|
|
John
Petry, individually, as manager of Sessa Capital GP, LLC, the general partner of Sessa Capital Special Opportunity Fund II, L.P., and as manager
of Sessa Capital IM GP, LLC, the general partner of Sessa Capital IM, L.P. |
|
|
|
|
|
|
Date:
|
February
14, 2023 |
|
SCHEDULE
13G
CUSIP
No. 03748R747
Exhibit
1
JOINT
FILING AGREEMENT
Pursuant
to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned agree, as of February 14, 2023, that
only one statement containing the information required by Schedule 13G, and each amendment thereto, need be filed with respect
to the ownership by each of the undersigned of shares of Common Stock of Apartment Investment & Management Company, and such
statement to which this Joint Filing Agreement is attached as Exhibit 1 is filed on behalf of each of the undersigned.
|
By:
|
/s/
John Petry |
|
|
|
John
Petry |
|
|
|
John
Petry, individually, as manager of Sessa Capital GP, LLC, the general partner of Sessa Capital Special Opportunity Fund II, L.P., and as manager
of Sessa Capital IM GP, LLC, the general partner of Sessa Capital IM, L.P. |
|
|
|
|
|
|
Date:
|
February
14, 2023 |
|
Apartment Investment and... (NYSE:AIV)
Graphique Historique de l'Action
De Avr 2024 à Mai 2024
Apartment Investment and... (NYSE:AIV)
Graphique Historique de l'Action
De Mai 2023 à Mai 2024