SEC Form 4 · accession 0001302343-18-000007
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, 2018
Accepted (ET)
Jan 3, 2018 · 5:11 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, 2018 | A | 573 | A | — | — | Common Stock | 573 | 4,802 | D |
Explanation of responses
- F1Represents a grant pursuant to the EdR 2018 Long-Term Incentive Plan. 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. The grant will vest over a three year period with one-third of the POIs vesting on January 1, 2019, one-third vesting on January 1, 2020 and one-third vesting on January 1, 2021.
- F2Upon the occurrence of certain capital account equalization events, the POIs will become common units of limited partnership interest in the Operating Partnership, which may be redeemed for cash or, at EdR's option, shares of EdR's common stock on a one-for-one basis.
- F3Represents (i) 338 POIs granted under the EdR 2015, 2016 and 2017 Long-Term Incentive Plans that have vested, (ii) 920 POIs granted under the EdR 2016, 2017 and 2018 Long-Term Incentive Plans that vest ratably over the corresponding three year periods, including the newly granted POIs described in footnote 1 above, and (iii) 3,544 POIs granted under the 2015, 2016 and 2017 Long-Term Incentive Plans that vest in 2018, 2019 and 2020, respectively, subject to certain performance conditions. EdR's compensation committee will determine the percentage of performance-based POIs that will vest each year after an evaluation of the achievement of the established performance metrics for the previous year.