SEC Form 4 · accession 0001302343-18-000129

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

Sep 20, 2018

Accepted (ET)

Sep 20, 2018 · 4:31 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001302343

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F2,F1	Sep 20, 2018	D	18,213	—	D	0	D
Common Stock^F3,F1	Sep 20, 2018	D	634	—	D	0	I	By spouse

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Profit-Only Interest^F4	$0.00	Sep 20, 2018	C	80,466	D	—	—	Common Stock	80,466	0	D
OP Units^F4	—	Sep 20, 2018	C	80,466	A	—	—	Common Stock	80,466	80,466	D
OP Units^F4	—	Sep 20, 2018	D	80,466	D	—	—	Common Stock	80,466	0	D

Explanation of responses

F1Disposed of each outstanding share of common stock, $0.01 par value per share, pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 25, 2018, by and among Education Realty Trust, Inc. (the "Company"), Education Realty Operating Partnership, LP (the "Operating Partnership"), University Towers Operating Partnership, LP, Education Realty OP GP, Inc., University Towers OP GP, LLC, GSHGIF LTP, LP, GSHGIF REIT ("REIT Merger Sub"), GSHGIF Acquisition LP ("OP Merger Sub") and GSHGIF DownREIT LP, in exchange for a cash payment of $41.50 per share, without interest, at the effective time of the merger of the Company with and into REIT Merger Sub on September 20, 2018.
F2Includes shares of common stock acquired by the reporting person pursuant to a broker-sponsored dividend reinvestment plan.
F3Includes shares of common stock acquired pursuant to a broker-sponsored dividend reinvestment program by the reporting person's spouse.
F4Immediately prior to the consummation of the merger of OP Merger Sub with and into the Operating Partnership (the "OP Merger"), each unvested profits only interest ("POI") in the Operating Partnership automatically became fully vested, after which each outstanding POI was automatically converted into a Class A unit of limited partnership interest in the Operating Partnership ("OP Unit") in accordance with the terms of the Third Amended and Restated Partnership Agreement of the Operating Partnership. The reporting person then disposed of each outstanding OP Unit pursuant to the Merger Agreement, in exchange for a cash payment of $41.50 per OP Unit, without interest, at the effective time of the OP Merger on September 20, 2018.