Sec Form 4 Filing - CHURCHEY RANDY L @ Education Realty Trust, Inc. - 2017-01-01

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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1. Name and Address of Reporting Person CHURCHEY RANDY L 2. Issuer Name and Ticker or Trading Symbol Education Realty Trust, Inc. [ EDR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman and CEO (Last) (First) (Middle) 999 SOUTH SHADY GROVE ROAD,, SUITE 600 3. Date of Earliest Transaction (MM/DD/YY) 01/01/2017 (Street) MEMPHIS, TN38120 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 01/01/2017 A 64,980 ( 1 ) A $ 0 178,373 D Common Stock 01/01/2017 F 1,464 ( 2 ) D $ 42.3 176,909 D Common Stock 01/01/2017 F 27,403 ( 3 ) D $ 42.3 149,506 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Profit-Only Interest ( 4 ) ( 5 ) 01/01/2017 A 8,605 ( 4 )( 5 ) ( 5 ) Common Stock 8,605 $ 0 124,307 ( 6 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CHURCHEY RANDY L 999 SOUTH SHADY GROVE ROAD, SUITE 600 MEMPHIS, TN38120 X Chairman and CEO Signatures /s/ Lindsey Mackie, as Attorney in Fact for Randy L. Churchey 01/04/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of common stock issued as a result of the vesting of performance-based restricted stock units ("RSUs") previously granted pursuant to the Education Realty Trust, Inc. ("EdR") 2014 Long-Term Incentive Plan. ( 2 )Represents shares surrendered to EdR to satisfy tax withholding obligations in connection with the vesting of previously granted restricted stock. ( 3 )Represents shares surrendered to EdR to satisfy tax withholding obligations in connection with the vesting of previously granted RSUs. ( 4 )Represents a grant pursuant to the EdR 2017 Long-Term Incentive Plan which will vest ratably over three years beginning on January 1, 2018. The reporting person has elected to receive his award in the form of profit-only interests ("POIs") in Education Realty Operating Partnership, LP (the "Operating Partnership"), a subsidiary of EdR. ( 5 )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. ( 6 )Represents (i) 8,716 POIs granted under the EdR 2015 and 2016 Long-Term Incentive Plans that have vested, (ii) an aggregate of 17,622 POIs granted under the EdR 2015, 2016 and 2017 Long-Term Incentive Plans, including the newly granted POIs described in footnote 4 above, that vest ratably over the corresponding three year periods and (iii) an aggregate of 97,969 performance based POIs granted under the EdR 2015 and 2016 Long-Term Incentive Plans that vest on January 1, 2018 and 2019, respectively, subject to certain performance conditions.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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