0001302343-16-000264.txt : 20160208 0001302343-16-000264.hdr.sgml : 20160208 20160208200150 ACCESSION NUMBER: 0001302343-16-000264 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160204 FILED AS OF DATE: 20160208 DATE AS OF CHANGE: 20160208 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Education Realty Trust, Inc. CENTRAL INDEX KEY: 0001302343 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 201352180 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 999 SOUTH SHADY GROVE ROAD, STREET 2: SUITE 600 CITY: MEMPHIS STATE: TN ZIP: 38120 BUSINESS PHONE: (901) 259-2500 MAIL ADDRESS: STREET 1: 999 SOUTH SHADY GROVE ROAD, STREET 2: SUITE 600 CITY: MEMPHIS STATE: TN ZIP: 38120 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CHURCHEY RANDY L CENTRAL INDEX KEY: 0001191837 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32417 FILM NUMBER: 161396975 MAIL ADDRESS: STREET 1: 999 SOUTH SHADY GROVE ROAD STREET 2: SUITE 600 CITY: MEMPHIS STATE: TN ZIP: 38120 4 1 wf-form4_145497969905904.xml FORM 4 X0306 4 2016-02-04 0 0001302343 Education Realty Trust, Inc. EDR 0001191837 CHURCHEY RANDY L 999 SOUTH SHADY GROVE ROAD, SUITE 600 MEMPHIS TN 38120 1 1 0 0 Chairman and CEO Profit-Only Interest 2016-02-04 4 A 0 44569 0 A Common Stock 44569.0 115702 D Represents a grant of performance based awards pursuant to the Education Realty Trust, Inc. ("EdR") 2016 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. Upon the occurrence of certain capital account equalization events, the POIs will become ordinary units of the Operating Partnership and be exchangeable for cash or, at EdR's option, shares of EdR's common stock on a one-for-one basis. The Compensation Committee of the Board of Directors of EdR approved the total dollar value of a grant of performance based awards on February 4, 2016, 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 8, 2016, the valuation report was finalized and the grant of POIs was determined. Represents (i) 2,805 POIs granted under the EdR 2015 Long-Term Incentive Plan that vested on January 1, 2016, (ii) 5,609 POIs granted under the 2015 Long-Term Incentive Plan that will vest ratably on January 1, 2017 and January 1, 2018, (iii) 53,400 POIs granted under the 2015 Long-Term Incentive Plan that vest on January 1, 2018, subject to certain performance conditions, (iv) 9,319 POIs issued under the 2016 Long-Term Incentive Plan which will vest ratably over three years beginning on January 1, 2017 and (v) 44,569 newly granted POIs described above. /s/ Lindsey Mackie, as Attorney in Fact for Randy L. Churchey 2016-02-08