SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Bower Paul O

(Last)

(First)

(Middle)

530 OAK COURT DRIVE

SUITE 300

(Street)

MEMPHIS

38117

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Education Realty Trust, Inc. [ EDR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman, President, CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/31/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/31/2005		S		100	D	$10⁽¹⁾	0	D
Common Stock	01/31/2005		A		45,000	A	$0⁽²⁾	45,000	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Partnership Units⁽³⁾	⁽³⁾	01/31/2005		A		648,397		⁽³⁾	⁽³⁾	Common Stock	648,397	⁽³⁾	648,397	I	By Corporation
Partnership Units⁽³⁾	⁽³⁾	01/31/2005		A		141		⁽³⁾	⁽³⁾	Common Stock	141	⁽³⁾	141	D
Partnership Units⁽⁴⁾	⁽⁴⁾	01/31/2005		A		117,584		⁽⁴⁾	⁽⁴⁾	Common Stock	117,584	⁽⁴⁾	117,584	I	By Corporation
Partnership Units⁽⁴⁾	⁽⁴⁾	01/31/2005		A		62,992		⁽⁴⁾	⁽⁴⁾	Common Stock	62,992	⁽⁴⁾	62,992	D
Profits Interest Units⁽⁵⁾	⁽⁵⁾	01/31/2005		A		30,000		⁽⁵⁾	⁽⁵⁾	Common Stock	30,000	⁽⁵⁾	30,000	D

Explanation of Responses:

1. The issuer redeemed the 100 shares of common stock owned by the reporting person at the price paid by him when he acquired the shares in July 2004.

2. Represents a grant of restricted stock that vests ratably over five years.

3. Represents units of limited partnership interest in Education Realty Operating Partnership, LP (the "Operating Partnership"). Units in the Operating Partnership are redeemable, at the option of the holder, beginning January 31, 2006, for cash or, at the issuer's election, shares of the issuer's common stock on a one-for-one basis.

4. Represents units of limited partnership interest in University Towers Operating Partnership, LP (the "University Towers Partnership"). Units in the University Towers Partnership are redeemable, at the option of the holder, beginning January 31, 2006, for cash or, at the issuer's election, shares of the issuer's common stock on a one-for-one basis.

5. Represents profits interest units in Education Realty Limited Partner, LLC, which holds partnership interests in the Operating Partnership. Upon the occurrence of certain capital account equalization events, the profits interest units will become ordinary units of the Operating Partnership and be exchangeable for shares of the issuer's common stock on a one-for-one basis.

	/s/ John A. Earles, As Attorney-in-Fact for Paul O. Bower	02/02/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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