SEC Form 4 · accession 0001302343-17-000055
Education Realty Trust, Inc. · EDR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Edwin B Brewer Jr.
Officer — Executive VP and CFO
Period of report
Mar 1, 2017
Accepted (ET)
Mar 2, 2017 · 6:05 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 | — | Mar 1, 2017 | A | 17,206 | A | — | — | Common Stock | 17,206 | 45,877 | D |
Explanation of responses
- F1Represents a grant of performance based awards pursuant to the Education Realty Trust, Inc. ("EdR") 2017 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 may be redeemed 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 March 1, 2017, 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 March 2, 2017, the valuation report was finalized and the grant of POIs was determined.
- F4Represents (i) 1,878 POIs granted under the EdR 2015 and 2016 Long-Term Incentive Plans that have vested, (ii) an aggregate of 5,197 POIs granted under the EdR 2015, 2016 and 2017 Long-Term Incentive Plans that will vest ratably over the corresponding three year periods, (iii) an aggregate of 21,596 performance based POIs granted under the EdR 2015 and 2016 Long-Term Incentive Plans that vest on January 1, 2018 and 2019, respectively, subject to certain performance conditions and (iv) 17,206 newly granted POIs described above.