0001302343-18-000039.txt : 20180226 0001302343-18-000039.hdr.sgml : 20180226 20180226180716 ACCESSION NUMBER: 0001302343-18-000039 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180223 FILED AS OF DATE: 20180226 DATE AS OF CHANGE: 20180226 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mackie Lindsey CENTRAL INDEX KEY: 0001641677 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32417 FILM NUMBER: 18642127 MAIL ADDRESS: STREET 1: C/O EDUCATION REALTY TRUST, INC. STREET 2: 999 SOUTH SHADY GROVE ROAD 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_151968642207687.xml FORM 4 X0306 4 2018-02-23 0 0001302343 Education Realty Trust, Inc. EDR 0001641677 Mackie Lindsey 999 S SHADY GROVE RD SUITE 600 MEMPHIS TN 38120 0 1 0 0 Senior VP and CAO Profit-Only Interest 2018-02-23 4 A 0 4182 0 A Common Stock 4182.0 8984 D Represents a grant of performance-based awards pursuant to the Education Realty Trust, Inc. ("EdR") 2018 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 may be redeemed 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 22, 2018, 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 23, 2017, the valuation report was finalized and the grant of POIs was determined. Represents (i) 338 POIs granted under the EdR 2016 and 2017 Long-Term Incentive Plans that have vested, (ii) 920 POIs granted under the EdR 2017 and 2018 Long-Term Incentive Plans that vest ratably over the corresponding three year periods, and (iii) 7,726 POIs granted under the 2017 and 2018 Long-Term Incentive Plans that vest in 2020 and 2021, respectively, including the newly granted POIs described in footnote 1 above, subject to certain performance conditions. EdR's compensation committee will determine the percentage of performance-based POIs that will vest each year after an evaluation of the achievement of the established performance metrics for the previous year. /s/ Lindsey Mackie 2018-02-26