SEC Form 4 · accession 0001302343-16-000263
Education Realty Trust, Inc. · EDR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas Trubiana
Officer — President · Director
Period of report
Feb 4, 2016
Accepted (ET)
Feb 8, 2016 · 8:01 pm EST
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,F4,F2 | — | Feb 4, 2016 | A | 22,095 | A | — | — | Common Stock | 22,095 | 63,874 | D |
Explanation of responses
- F1Represents a grant of performance based awards pursuant to the Education Realty Trust, Inc. ("EdR") 2016 Long-Term Incentive Plan (the "Plan"), which will vest upon continued employment at the end of a three year performance period 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 cash or, at EdR's option, 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, 2016, 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 February 8, 2016, the valuation report was finalized and the grant of POIs was determined.
- F4Represents (i) 1,686 POIs granted under the EdR 2015 Long-Term Incentive Plan that vested on January 1, 2016, (ii) 3,372 POIs granted under the 2015 Long-Term Incentive Plan that will vest ratably on January 1, 2017 and January 1, 2018, (iii) 32,101 POIs granted under the 2015 Long-Term Incentive Plan that vest on January 1, 2018, subject to certain performance conditions, (iv) 4,620 POIs issued under the 2016 Long-Term Incentive Plan which will vest ratably over three years beginning on January 1, 2017 and (v) 22,095 newly granted POIs described above.