0001302343-18-000133.txt : 20180920 0001302343-18-000133.hdr.sgml : 20180920 20180920163531 ACCESSION NUMBER: 0001302343-18-000133 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: Richards Christine CENTRAL INDEX KEY: 0001492372 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32417 FILM NUMBER: 181079779 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_153747571440753.xml FORM 4 X0306 4 2018-09-20 0 0001302343 Education Realty Trust, Inc. EDR 0001492372 Richards Christine 999 SOUTH SHADY GROVE ROAD, SUITE 600 MEMPHIS TN 38120 0 1 0 0 Executive VP and COO Common Stock 2018-09-20 4 D 0 39122 D 0 D Profit-Only Interest 0.0 2018-09-20 4 C 0 54974 0 D Common Stock 54974.0 0 D OP Units 2018-09-20 4 C 0 54974 0 A Common Stock 54974.0 54974 D OP Units 2018-09-20 4 D 0 54974 D Common Stock 54974.0 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 Christine Richards 2018-09-20