SEC Form 4 · accession 0001302343-18-000042
Education Realty Trust, Inc. · EDR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Randy L Churchey
Officer — Chairman and CEO · Director
Period of report
Feb 22, 2018
Accepted (ET)
Feb 26, 2018 · 6:09 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 | — | Feb 23, 2018 | A | 91,492 | A | — | — | Common Stock | 91,492 | 276,046 | D |
| Profit-Only InterestF5,F2,F4 | — | Feb 22, 2018 | D | 29,512 | D | — | — | Common Stock | 29,512 | 246,534 | D |
Explanation of responses
- F1Represents a grant of performance-based awards pursuant to the Education Realty Trust, Inc. ("EdR") 2018 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 February 22, 2018, 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 23, 2017, the valuation report was finalized and the grant of POIs was determined.
- F4Represents performance-based POIs granted under the 2015 Long-Term Incentive Plan that did not vest after an evaluation of the applicable performance metrics, have been forfeited and can no longer be exercised.
- F5Represents (i) 41,382 POIs granted under the EdR 2015, 2016 and 2017 Long-Term Incentive Plans that have vested, (ii) 21,373 POIs granted under the EdR 2016, 2017 and 2018 Long-Term Incentive Plans that vest ratably over the corresponding three year periods, and (iii) 183,779 POIs granted under the 2016, 2017 and 2018 Long-Term Incentive Plans that vest in 2019, 2020 and 2021, respectively, including the newly granted POIs described in footnote 1 above, 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.