0001302343-18-000138.txt : 20180920
0001302343-18-000138.hdr.sgml : 20180920
20180920164113
ACCESSION NUMBER: 0001302343-18-000138
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180920
FILED AS OF DATE: 20180920
DATE AS OF CHANGE: 20180920
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: 181079816
MAIL ADDRESS:
STREET 1: 999 SOUTH SHADY GROVE ROAD
STREET 2: SUITE 600
CITY: MEMPHIS
STATE: TN
ZIP: 38120
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
4
1
wf-form4_153747605509820.xml
FORM 4
X0306
4
2018-09-20
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
Common Stock
2018-09-20
4
D
0
149506
D
0
D
Profit-Only Interest
0.0
2018-09-20
4
C
0
246534
0
D
Common Stock
246534.0
0
D
OP Units
2018-09-20
4
C
0
246534
0
A
Common Stock
246534.0
246534
D
OP Units
2018-09-20
4
D
0
246534
D
Common Stock
246534.0
0
D
Disposed 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.
Immediately 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.
/s/ Lindsey Mackie, as Attorney in Fact for Randy L. Churchey
2018-09-20