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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Profits Interest Units (2) | (2) | 06/03/2010 | J(3) | 2,500 | (2) | (2) | Common Stock | 2,500 | (2) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Richards Christine 530 OAK COURT DRIVE, SUITE 300 MEMPHIS, TN 38117 |
Senior VP, Property Operations |
/s/ Helen W. Brown as Attorney-in-Fact for Christine Richards | 06/07/2010 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Represents a liquidating distribution from Education Realty Limited Partner, LLC, an entity of which the reporting person is a non-managing member. |
(2) | Represents membership interests in Education Realty Limited Partner, LLC (the "LLC"), an entity that owned a special class of partnership units ("PIUs") in Education Realty Operating Partnership, LP (the "Operating Partnership"), an entity of which the issuer is the indirect general partner. Upon the occurrence of certain capital account equalization events, the PIUs would have become the equivalent of common units of limited partnership in the Operating Partnership and subsequently would have been exchangeable for shares of the issuer's common stock on a one-for-one basis. |
(3) | On June 3, 2010, the Operating Partnership purchased and redeemed all of the outstanding PIUs owned and held by the LLC. The LLC received cash and shares of the issuer's common stock for the PIUs owned and held by the LLC. Immediately after the sale was complete, the LLC was dissolved and the assets of the LLC were distributed to its members. |