SEC Form 5

FORM 5		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0362 Estimated average burden hours per response: 1.0
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Form 3 Holdings Reported.
	Form 4 Transactions Reported.

1. Name and Address of Reporting Person* COHN LISA R (Last) (First) (Middle) 4582 S. ULSTER STREET PARKWAY SUITE 1100 (Street) DENVER CO 80237 (City) (State) (Zip)	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
	3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2008
	4. If Amendment, Date of 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

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Class A Common Stock	01/30/2008		J	338(1)	A	$0	11,994	D
Class A Common Stock	08/29/2008		J	635(2)	A	$0	11,994	D
Class A Common Stock	12/01/2008		J	1,424(3)	A	$0	11,994	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	$40.01(4)						(5)	07/08/2012	Class A Common Stock	3,250(4)		3,250	D
Employee Stock Option (right to buy)	$30.24(4)						(6)	02/03/2013	Class A Common Stock	1,062(4)		1,062	D
Employee Stock Option (right to buy)	$26.67(4)						(7)	02/03/2013	Class A Common Stock	804(4)		804	D
Employee Stock Option (right to buy)	$34.91(9)						(8)	01/29/2018	Class A Common Stock	6,575(9)		6,575	D

Explanation of Responses:

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. As a result of the special dividend declared October 16, 2008, and paid December 1, 2008, to all stockholders of record on October 27, 2008, the reporting person received these additional shares.

4. 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, August 29, 2008, and December 1, 2008, to all stockholders of record on December 31, 2007, July 28, 2008, and October 27, 2008, respectively.

5. The option vested 60% on the third anniversary of the grant date, and 20% on each of the fourth and fifth anniversaries of the grant date, of July 8, 2002.

6. The option is fully vested. A portion of the option (for 1,328 shares) was previously exercised.

7. The option vested or will vest 20% on each anniversary of the grant date of February 19, 2004. A portion of the option (for 447 shares) was previously exercised.

8. The option will vest 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 August 29, 2008, and December 1, 2008, to all stockholders of record on July 28, 2008, and October 27, 2008, respectively.

Remarks:

	Lisa R. Cohn	02/04/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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