UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM 8-K
 
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
Date of report: January 10, 2011

Education Realty Trust, Inc.
(Exact Name of Registrant as Specified in Its Charter)

Maryland
  
001-32417
  
20-1352180
(State or Other Jurisdiction
of Incorporation)
  
(Commission File
Number)
  
(IRS Employer
Identification No.)
 
530 Oak Court Drive, Suite 300
Memphis, Tennessee
  
 
38117
(Address of Principal Executive Offices)
  
(Zip Code)

901-259-2500
(Registrant’s telephone number, including area code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 
 

Item 7.01.  Regulation FD Disclosure.

Education Realty Trust, Inc. (the “Company”) today announced that it has closed its underwritten public offering of 13,225,000 shares of its common stock, including 1,725,000 shares purchased by the underwriters pursuant to an overallotment option.  The common stock was offered and sold pursuant to a prospectus supplement, dated January 5, 2011, and a base prospectus, dated September 10, 2009, relating to the Company’s effective shelf registration statement on Form S-3 (File No. 333-161493). A copy of the press release announcing the closing of the Company’s offering and the exercise of the overallotment option by the underwriters is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.

In accordance with General Instructions B.2 and B.6 of Form 8-K, the information included in this Current Report on Form 8-K (including Exhibit 99.1 hereto), shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01.  Financial Statements and Exhibits.

(d)  Exhibits.  The following exhibit is being furnished herewith to this Current Report on Form 8-K.

Exhibit No.
  
Description
99.1
  
Press Release dated January 10, 2011
 
 
 
 
 
SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
EDUCATION REALTY TRUST, INC.
   
Date: January 10, 2011
By:
 /s/ Randall H. Brown
   
Randall H. Brown
   
Executive Vice President, Chief Financial Officer,
Treasurer and Secretary
 
 
 
 
 
INDEX TO EXHIBITS
 
Exhibit No.
  
Description
99.1
  
Press Release dated January 10, 2011