SEC Form 4 · accession 0001302343-17-000010
Education Realty Trust, Inc. · EDR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Lindsey Mackie
Officer — Senior VP and CAO
Period of report
Jan 1, 2017
Accepted (ET)
Jan 4, 2017 · 4:49 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,F2 | — | Jan 1, 2017 | A | 355 | A | — | — | Common Stock | 355 | 2,263 | D |
Explanation of responses
- F1Represents a grant pursuant to the Education Realty Trust, Inc. ("EdR") 2017 Long-Term Incentive Plan which will vest ratably over three years beginning on January 1, 2018. 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.
- F2Upon the occurrence of certain capital account equalization events, the POIs will become ordinary units of the Operating Partnership and may be redeemed for cash or, at EdR's option, shares of EdR's common stock on a one-for-one basis.
- F3Represents (i) 110 POIs granted under the EdR 2016 Long-Term Incentive Plans that have vested, (ii) an aggregate of 575 POIs granted under the EdR 2016 and 2017 Long-Term Incentive Plans, including the newly granted POIs described in footnote 1 above, that vest ratably over the corresponding three year periods and (iii) an aggregate of 1,578 performance based POIs granted under the EdR 2016 Long-Term Incentive Plans that vest on January 1, 2019, subject to certain performance conditions.