SEC Form 4 · accession 0001302343-15-000097
Education Realty Trust, Inc. · EDR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
J Drew Koester
Officer — Senior VP and CAO
Period of report
Apr 30, 2015
Accepted (ET)
May 1, 2015 · 6:54 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001302343
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Profit-Only InterestF1,F3,F2 | — | Apr 30, 2015 | A | 3,210 | A | — | — | Common Stock | 3,210 | 3,716 | D |
Explanation of responses
- F1Represents a grant of performance based awards pursuant to the Education Realty Trust, Inc. ("EDR") 2015 Long-Term Incentive Plan (the "Plan"), which will vest upon continued employment at the end of a three year period from the grant date provided that certain performance criteria are met over that three year period. The reporting person has elected to receive his performance based award in the form of profit-only interests ("POIs") in Education Realty Operating Partnership, LP (the "Operating Partnership"), a subsidiary of EDR. Each performance based award represents a contingent right to receive 0-100% of that number of POIs based upon the achievement of certain performance criteria set forth in the Plan. The amount presented represents the maximum number of POIs that the reporting person can receive upon achieving the maximum performance (or 100%) level.
- F2Upon the occurrence of certain capital account equalization events, the POIs will become ordinary units of the Operating Partnership and be exchangeable for shares of EDR's common stock on a one-for-one basis.
- F3The Compensation Committee of the Board of Directors of EDR approved the total dollar value of a grant of performance based awards on February 4, 2015, at a fair value per unit to be determined. EDR engaged an independent third party valuation consultant to establish the fair value on the date of grant. On April 30, 2015, the valuation report was finalized and the grant of POIs was determined.