SEC Form 4 · accession 0001302343-18-000138
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
Sep 20, 2018
Accepted (ET)
Sep 20, 2018 · 4:41 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 StockF1 | Sep 20, 2018 | D | 149,506 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Profit-Only InterestF2 | $0.00 | Sep 20, 2018 | C | 246,534 | D | — | — | Common Stock | 246,534 | 0 | D |
| OP UnitsF2 | — | Sep 20, 2018 | C | 246,534 | A | — | — | Common Stock | 246,534 | 246,534 | D |
| OP UnitsF2 | — | Sep 20, 2018 | D | 246,534 | D | — | — | Common Stock | 246,534 | 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.
- F2Immediately 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.