EX-4.1 4 dex41.htm FORM OF CERTIFICATE FOR COMMON STOCK OF AMERICAN CAMPUS COMMUNITIES, INC. Form of Certificate for Common Stock of American Campus Communities, Inc.

EXHIBIT 4.1

 

INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND

       COMMON STOCK
THIS CERTIFICATE IS TRANSFERABLE IN        
NEW YORK, NEW YORK        
         

ACC Certificate

Number

   AMERICAN CAMPUS COMMUNITIES, INC.   Shares
         

THIS CERTIFIES THAT

       SEE REVERSE FOR CERTAIN DEFINITIONS
        CUSIP 024835 10 0

IS THE OWNER OF

        

 

FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, $.01 PAR VALUE, of AMERICAN CAMPUS COMMUNITIES, INC., transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby are issued and shall be subject to all of the provisions of the Articles of Incorporation and By Laws of the Corporation, each as from time to time amended (copies of which are on file with the Transfer Agent), to all of which the holder by acceptance hereby assents. This Certificate is not valid until countersigned and registered by the Transfer Agent and Registrar.

 

Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. Dated:                     

 

 

 

CERTIFICATE OF STOCK

 

COUNTERSIGNED AND REGISTERED:

THE BANK OF NEW YORK

TRANSFER AGENT AND REGISTRAR,

 
By:    /s/    JOHN I. SIVERTSEN
     AUTHORIZED SIGNATURE

 

 

[AMERICAN CAMPUS COMMUNITIES, INC. CORPORATE SEAL]

 

        /s/    WILLIAM C. BAYLESS, JR.
         PRESIDENT
         /s/    MARK J. HAGER
        TREASURER

 

[Reverse Side]

 

AMERICAN CAMPUS COMMUNITIES, INC.

 

THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON BENEFICIAL AND CONSTRUCTIVE OWNERSHIP AND TRANSFER FOR THE PURPOSE OF THE CORPORATION’S MAINTENANCE OF ITS STATUS AS A REAL ESTATE INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”). SUBJECT TO CERTAIN FURTHER RESTRICTIONS AND EXCEPT AS EXPRESSLY PROVIDED IN THE CORPORATION’S ARTICLES OF INCORPORATION, (i) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF THE CORPORATION’S COMMON STOCK IN EXCESS OF 9.8% (BY VALUE OR BY NUMBER OF SHARES, WHICHEVER IS MORE RESTRICTIVE) OF THE OUTSTANDING COMMON STOCK OF THE CORPORATION OR MAY BENEFICIALLY OR CONSTRUCTIVELY OWN A COMBINATION OF SHARES OF THE CORPORATION’S STOCK (INCLUDING COMMON STOCK AND PREFERRED STOCK) IN EXCESS OF 9.8% OF THE AGGREGATE VALUE OF THE CORPORATION’S OUTSTANDING STOCK; (ii) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF STOCK THAT WOULD RESULT IN THE CORPORATION BEING “CLOSELY HELD” UNDER SECTION 856(h) OF THE CODE OR OTHERWISE CAUSE THE CORPORATION TO FAIL TO QUALIFY AS A REIT; AND (iii) NO PERSON MAY TRANSFER SHARES OF STOCK IF SUCH TRANSFER WOULD RESULT IN THE CAPITAL STOCK OF THE CORPORATION BEING OWNED BY FEWER THAN 100 PERSONS. ANY PERSON WHO

BENEFICIALLY OR CONSTRUCTIVELY OWNS OR ATTEMPTS TO BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF STOCK IN VIOLATION OF THE ABOVE LIMITATIONS MUST IMMEDIATELY NOTIFY THE CORPORATION. IF ANY OF THE RESTRICTIONS ON TRANSFER OR OWNERSHIP IS VIOLATED, THE SHARES OF STOCK REPRESENTED HEREBY WILL BE AUTOMATICALLY TRANSFERRED TO THE TRUSTEE OF A TRUST FOR THE BENEFIT OF ONE OR MORE CHARITABLE BENEFICIARIES. IN ADDITION, THE CORPORATION MAY REDEEM SHARES UPON THE TERMS AND CONDITIONS SPECIFIED BY THE BOARD OF DIRECTORS IN ITS SOLE DISCRETION IF THE BOARD OF DIRECTORS DETERMINES THAT OWNERSHIP OR A TRANSFER OR OTHER EVENT MAY VIOLATE THE RESTRICTIONS DESCRIBED ABOVE. FURTHERMORE, UPON THE OCCURRENCE OF CERTAIN EVENTS, ATTEMPTED TRANSFERS IN VIOLATION OF THE RESTRICTIONS DESCRIBED ABOVE MAY BE VOID AB INITIO. ALL TERMS IN THIS LEGEND THAT ARE DEFINED IN THE ARTICLES OF INCORPORATION OF THE CORPORATION SHALL HAVE THE MEANINGS ASCRIBED TO THEM IN THE ARTICLES OF INCORPORATION OF THE CORPORATION, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH, INCLUDING THE RESTRICTIONS ON TRANSFER AND OWNERSHIP, WILL BE FURNISHED TO EACH HOLDER OF SHARES OF STOCK ON REQUEST AND WITHOUT CHARGE. REQUESTS FOR SUCH A COPY MAY BE DIRECTED TO THE SECRETARY OF THE CORPORATION AT ITS PRINCIPAL OFFICE.

 

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

 

        TEN COM    — as tenants in common    UNIF GIFT MIN ACT –                Custodian                 
        TEN ENT   — as tenants by the entireties                                              (Cust)                     (Minor)
        JT TEN   — as joint tenants with right of    under Uniform Gifts to Minors Act                                   
    — survivorship and not as tenants in common                                                                     (State)
          

 

Additional abbreviations may also be used though not in the above list.

 

For value received,                      hereby sell, assign and transfer unto

 

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

          
           
           

 

 

                                                                                                                                                                                                                            

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS,

INCLUDING POSTAL ZIP CODE, OF ASSIGNEE)

                                                                                                                                                                                                                            
                                                                                                                                                                                                                            
                                                                                                                                                                                                               Shares

 

of the common stock represented by the within Certificate, and do hereby irrevocably constitute and appoint                                          Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.

 

 
Dated    
     

 

Signature                                                                                                                                                   

 

        NOTICE:    THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

 

SIGNATURE GUARANTEED:                                                                                                                                          
    ALL GUARANTEES MUST BE MADE BY A FINANCIAL INSTITUTION (SUCH AS A BANK OR BROKER) WHICH IS A PARTICIPANT IN THE SECURITIES TRANSFER AGENTS MEDALLION PROGRAM (“STAMP”), THE NEW YORK STOCK EXCHANGE, INC. MEDALLION SIGNATURE PROGRAM (“MSP”) OR THE STOCK EXCHANGES MEDALLION PROGRAM (“SEMP”) AND MUST NOT BE DATED. GUARANTEES BY A NOTARY PUBLIC ARE NOT ACCEPTABLE.