4//SEC Filing
Brewer Edwin B JR 4
Accession 0001302343-18-000129
CIK 0001302343other
Filed
Sep 19, 8:00 PM ET
Accepted
Sep 20, 4:31 PM ET
Size
14.2 KB
Accession
0001302343-18-000129
Insider Transaction Report
Form 4
Brewer Edwin B JR
Executive VP and CFO
Transactions
- Disposition to Issuer
Common Stock
2018-09-20−634→ 0 total(indirect: By Spouse) - Conversion
OP Units
2018-09-20+80,466→ 80,466 total→ Common Stock (80,466 underlying) - Disposition to Issuer
Common Stock
2018-09-20−18,213→ 0 total - Conversion
Profit-Only Interest
2018-09-20−80,466→ 0 totalExercise: $0.00→ Common Stock (80,466 underlying) - Disposition to Issuer
OP Units
2018-09-20−80,466→ 0 total→ Common Stock (80,466 underlying)
Footnotes (4)
- [F1]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.
- [F2]Includes shares of common stock acquired by the reporting person pursuant to a broker-sponsored dividend reinvestment plan.
- [F3]Includes shares of common stock acquired pursuant to a broker-sponsored dividend reinvestment program by the reporting person's spouse.
- [F4]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.
Documents
Issuer
Education Realty Trust, Inc.
CIK 0001302343
Entity typeother
Related Parties
1- filerCIK 0001615933
Filing Metadata
- Form type
- 4
- Filed
- Sep 19, 8:00 PM ET
- Accepted
- Sep 20, 4:31 PM ET
- Size
- 14.2 KB