0001283630-22-000178.txt : 20220809 0001283630-22-000178.hdr.sgml : 20220809 20220809164218 ACCESSION NUMBER: 0001283630-22-000178 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220809 FILED AS OF DATE: 20220809 DATE AS OF CHANGE: 20220809 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Talbot William W. CENTRAL INDEX KEY: 0001520337 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32265 FILM NUMBER: 221149033 MAIL ADDRESS: STREET 1: 12700 HILL COUNTRY BLVD. SUITE T-200 CITY: AUSTIN STATE: TX ZIP: 78733 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN CAMPUS COMMUNITIES INC CENTRAL INDEX KEY: 0001283630 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 760753089 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 12700 HILL COUNTRY BOULEVARD STREET 2: STE T-200 CITY: AUSTIN STATE: TX ZIP: 78738 BUSINESS PHONE: 512-732-1000 MAIL ADDRESS: STREET 1: 12700 HILL COUNTRY BOULEVARD STREET 2: STE T-200 CITY: AUSTIN STATE: TX ZIP: 78738 4 1 wf-form4_166007772000508.xml FORM 4 X0306 4 2022-08-09 0 0001283630 AMERICAN CAMPUS COMMUNITIES INC ACC 0001520337 Talbot William W. C/O AMERICAN CAMPUS COMMUNITIES, INC. 12700 HILL COUNTRY BLVD., SUITE T-200 AUSTIN TX 78738 0 1 0 0 EVP, Chief Investment Officer Common stock 8676 I See footnote Common stock 2022-08-09 4 D 0 8676 D 0 I See footnote Common stock 2022-08-09 4 D 0 175483.19 D 0 D Common Units of Limited Partnership Interest 2022-08-09 4 D 0 3800 0 D Common Stock, par value $.01 per share 3800.0 0 D Reflects transfer of 7,660 shares to a charitable foundation in the reporting person's name, an entity controlled by the reporting person, on May 20, 2022. By reason of the provisions of Rule 16a-1 of the Securities Exchange Act 1934, as amended, the reporting person may be deemed to be the beneficial owner of all of the American Campus Communities, Inc. common stock owned by the charitable foundation, although he disclaims beneficial ownership of those shares, except to the extent of any indirect pecuniary interest therein. On August 9, 2022, pursuant to the Agreement and Plan of Merger, dated as of April 18, 2022 (as amended from time to time, the "Merger Agreement"), by and among Abacus Parent LLC, Abacus Merger Sub I LLC ("Merger Sub I"), Abacus Merger Sub II LLC ("Merger Sub II"), American Campus Communities, Inc. ("ACC") and American Campus Communities Operating Partnership LP (the "Partnership"), ACC merged with and into Merger Sub I (the "Company Merger"), each share of ACC common stock issued and outstanding immediately prior to the effective time of the Company Merger (other than shares held in ACC's deferred compensation plan) was automatically cancelled and converted into the right to receive an amount in cash equal to $65.47 per share, without interest. Includes 97,384 shares of unvested restricted stock. Pursuant to the Merger Agreement, each share of unvested restricted common stock granted pursuant to ACC's long-term incentive plans outstanding immediately prior to the effective time of the Company Merger automatically became fully vested and all restrictions and reacquisition rights thereon lapsed. All shares of ACC common stock represented thereby were considered outstanding for all purposes under the Merger Agreement and therefore automatically cancelled and converted into the right to receive an amount in cash equal to $65.47 per share, without interest. On August 9, 2022, pursuant to the Merger Agreement, Merger Sub II merged with and into the Partnership (the "Partnership Merger") and each limited partnership unit of the Partnership, or fraction thereof, that was issued and outstanding immediately prior to the effective time of the Partnership Merger held by the Reporting Person was automatically cancelled and converted into the right to receive an amount in cash equal to $65.47 per limited partnership unit, without interest. /s/ Kim K. Voss, Attorney-in-fact 2022-08-09