SEC Form 4 · accession 0001302343-16-000228
Education Realty Trust, Inc. · EDR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Christine Richards
Officer — Executive VP and COO
Period of report
Jan 1, 2016
Accepted (ET)
Jan 5, 2016 · 6:52 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001302343
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jan 1, 2016 | A | 1,512 | $0.00 | A | 33,643 | D | |
| Common StockF2 | Jan 1, 2016 | F | 421 | $37.88 | D | 33,222 | D | |
| Common StockF3 | Jan 1, 2016 | F | 494 | $37.88 | D | 32,728 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Profit-Only InterestF4,F6,F5 | — | Jan 1, 2016 | A | 2,310 | A | — | — | Common Stock | 2,310 | 14,520 | D |
Explanation of responses
- F1Represents shares of common stock issued as a result of the vesting of performances-based restricted stock units ("RSUs") previously granted pursuant to the Education Realty Trust, Inc. ("EdR") 2013 Long-Term Incentive Plan.
- F2Represents shares surrendered to EdR to satisfy tax withholding obligations in connection with the vesting of previously granted restricted stock.
- F3Represents shares surrendered to EdR to satisfy tax withholding obligations in connection with the vesting of previously granted RSUs.
- F4Represents a grant pursuant to the EdR 2016 Long-Term Incentive Plan which will vest ratably over three years beginning on January 1, 2017. The reporting person has elected to receive her award in the form of profit-only interests ("POIs") in Education Realty Operating Partnership, LP (the "Operating Partnership"), a subsidiary of EdR.
- F5Upon the occurrence of certain capital account equalization events, the POIs will become ordinary units of the Operating Partnership and be exchangeable for cash or, at EdR's option, shares of EdR's common stock on a one-for-one basis.
- F6Represents (i) 554 POIs granted under the EdR 2015 Long-Term Incentive Plan that vested on January 1, 2016, (ii) 1,108 POIs granted under the 2015 Long-Term Incentive Plan that will vest ratably on January 1, 2017 and January 1, 2018, (iii) 10,548 POIs granted under the 2015 Long-Term Incentive Plan that vest on January 1, 2018, subject to certain performance conditions and (iv) 2,310 newly granted POIs as described in footnote 4 above.