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