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