DFAN14A

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934 (Amendment No. __)

Filed by the Registrant [ ]

Filed by a Party other than the Registrant [x]

Check the appropriate box:

[   ]	Preliminary Proxy Statement
[   ]	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[   ]	Definitive Proxy Statement
[   ]	Definitive Additional Materials
[x]	Soliciting Material Under Rule 14a-12

Campus Crest Communities, Inc.

(Name of Registrant as Specified In Its Charter)

Clinton Group, Inc.

Clinton Relational Opportunity, LLC

Clinton Relational Opportunity Master Fund, L.P.

George E. Hall

Scott R. Arnold

Randall H. Brown

William A. Finelli

Raymond Mikulich

Campus Evolution Villages, LLC

Andrew N. Stark

Evan F. Denner

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (check the appropriate box):

[X]	No fee required.
[   ]	Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and 0-11.

1)	Title of each class of securities to which transaction applies:
2)	Aggregate number of securities to which transaction applies:

	3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act
Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

4)	Proposed maximum aggregate value of transaction:
5)	Total fee paid:

[  ] Fee paid previously with preliminary materials.

[  ]	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the
filing for which the offsetting fee was paid previously.  Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

1)	Amount Previously Paid:
2)	Form, Schedule or Registration Statement No.:
3)	Filing Party:
4)	Date Filed:

2

Clinton Group, Inc., Clinton Relational Opportunity Master Fund, L.P., Clinton Relational Opportunity, LLC, George E. Hall (collectively, “Clinton”) and the other Participants (as defined in Exhibit 2 filed herewith), including Campus Evolution Villages ("CEV"), intend to make a preliminary filing with the Securities and Exchange Commission (the "SEC") of a proxy statement and an accompanying proxy card to be used to solicit votes for the election of Clinton’s slate of four highly-qualified director nominees to the Board of Directors of Campus Crest Communities, Inc. (the "Company"), at the Company's upcoming 2015 annual meeting of stockholders, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof.

On February 23, 2015, Clinton issued a press release announcing its intention to file, together with CEV, a preliminary proxy statement with the SEC. A copy of the press release is filed herewith as Exhibit 1.

Information regarding the Participants is filed herewith as Exhibit 2.

Attached as Exhibit 3 is CEV's Management Brochure, which the Participants intend to use as soliciting material.

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EX-99

Exhibit 1

CLINTON GROUP AND CAMPUS EVOLUTION VILLAGES TO FILE PRELIMINARY PROXY STATEMENT

Also Supports Process to Evaluate Strategic Alternative

NEW YORK, February 23, 2015 /PRNewswire/ -- Clinton Group, Inc. (“Clinton” or “CGI”), a stockholder of Campus Crest Communities, Inc. ("Campus Crest", "CCG" or the "Company") (NYSE:CCG), and Campus Evolution Villages, LLC (“Campus Evolution Villages" or “CEV” and together with CGI, the “Clinton/Campus Evolution Group”), a leading private owner and operator of student housing assets, , intends to file its preliminary proxy statement and materials about Campus Evolution Group today with the SEC.

“We operate student housing properties in similar markets as the Company and are confident the Company can perform to shareholder’s expectations under our operating leadership,” said Evan Denner, Chief Investment Officer of Campus Evolution Villages. “We plan on elaborating on our strategic and operating plan for the Company in an upcoming presentation to shareholders. We have a number of questions on the existing management approach, and hope that we’re given an opportunity to engage with the Company during the Q&A session of the upcoming earnings call.”

“We are puzzled that the Board has elected to bulk sell undeveloped parcels of land and promote executive leadership internally while there is an ongoing process to sell the Company,” said Andrew Stark, Chief Executive Officer of Campus Evolution Villages. “In addition, I would expect that the existing Board would not pursue a stand-alone PIPE transaction, or a similar transaction, at this time since it would be dilutive to shareholders at the current depressed share price and further entrenching to a management team and Board whom we believe possess limited student housing and REIT expertise.”

“We are gratified that there is supposed inbound interest in Campus Crest, and the recently announced process to explore strategic alternatives is responsive, although curious in timing, to our initial inclinations expressed late last year,” said Joseph A. De Perio, Senior Portfolio Manager at Clinton Group. “While selling the Company is a good plan B, we believe that our plan is the best plan A and superior to the status quo. Our nominees intend on completing the strategic alternatives process after the annual meeting and will serve as fiduciaries to all shareholders without the prejudices that, in our view, have crippled the existing Board since the IPO.”

About Clinton Group, Inc.

Clinton Group, Inc. is a diversified asset management firm that is a Registered Investment Advisor. The firm has been investing in global markets since its inception in 1991 with expertise that spans a wide range of investment styles and asset classes.

About Campus Evolution Villages, LLC

Campus Evolution Villages is a singularly focused student housing management company; a thought leader and change agent setting a new standard in student living that goes beyond merely heads in beds. Its senior management team has more than 25 years of experience in serving the student demographic. Campus Evolution Villages’ specialized focus and customer-centric approach gives it a unique perspective on the particular needs and challenges of managing student housing. Campus Evolution Villages owns and/or manages approximately10,000 beds today at 20 universities from San Diego, California to Clemson, South Carolina.

CEV and its principals have a proven track-record in student housing, commercial and residential real estate finance and development, and in growing successful operating real estate platforms, which gives it a unique insight into the nuances of student housing. The principals of CEV are seasoned leaders with turn-around and growth experience at both the corporate and asset level and also with significant exposure to the capital markets, including public company and shareholder know-how. CEV has wide-ranging student housing management experience and strong relationships with owners, universities and other institutions. Top-down leadership and brand building, with culture immersion and training, has separated CEV from its peers; CEV understands that student housing is a management-intensive operating business requiring a cohesive team at all touch-points focused on the experiential nature of student housing.

CLINTON RELATIONAL OPPORTUNITY MASTER FUND, L.P., CLINTON RELATIONAL OPPORTUNITY, LLC, CLINTON GROUP, INC. AND GEORGE E. HALL (COLLECTIVELY, "CLINTON"), SCOTT R. ARNOLD, RANDALL H. BROWN, WILLIAM A. FINELLI AND RAYMOND MIKULICH (THE "NOMINEES") AND CAMPUS EVOLUTION VILLAGES, LLC, EVAN DENNER AND ANDREW STARK (TOGETHER WITH CLINTON AND THE NOMINEES, THE "PARTICIPANTS") INTEND TO FILE WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC") A DEFINITIVE PROXY STATEMENT AND ACCOMPANYING FORM OF PROXY CARD TO BE USED IN CONNECTION WITH THE PARTICIPANTS' SOLICITATION OF PROXIES FROM THE STOCKHOLDERS OF CAMPUS CREST COMMUNITIES, INC. (THE "COMPANY") FOR USE AT THE COMPANY'S 2015 ANNUAL MEETING OF STOCKHOLDERS (THE "PROXY SOLICITATION"). ALL STOCKHOLDERS OF THE COMPANY ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE PROXY SOLICITATION, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING ADDITIONAL INFORMATION RELATED TO THE PARTICIPANTS. WHEN COMPLETED, THE DEFINITIVE PROXY STATEMENT AND AN ACCOMPANYING PROXY CARD WILL BE FURNISHED TO SOME OR ALL OF THE COMPANY'S STOCKHOLDERS AND WILL BE, ALONG WITH OTHER RELEVANT DOCUMENTS, AVAILABLE AT NO CHARGE ON THE SEC'S WEBSITE AT HTTP://WWW.SEC.GOV/.

INFORMATION ABOUT THE PARTICIPANTS AND A DESCRIPTION OF THEIR DIRECT OR INDIRECT INTERESTS BY SECURITY HOLDINGS WILL BE CONTAINED IN EXHIBIT 2 TO THE SCHEDULE 14A TO BE FILED BY CLINTON WITH THE SEC ON FEBRUARY 23, 2015. THIS DOCUMENT CAN BE OBTAINED FREE OF CHARGE FROM THE SOURCE INDICATED ABOVE.

CONTACT: Joseph A. De Perio, Clinton Group, Inc., +1-212-825-0400

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EX-99

Exhibit 2

PARTICIPANTS:

The Participants are anticipated to be participants in a solicitation of proxies from the stockholders of Campus Crest Communities, Inc. (the "Company") (the “Proxy Solicitation”).

The Participants include: (i) Clinton Group, Inc. (“CGI”), (ii) Clinton Relational Opportunity Master Fund, L.P. (“CREL”), (iii) Clinton Relational Opportunity, LLC (“CRO”), (iv) George E. Hall (“Mr. Hall” and together with CGI, CREL and CRO, “Clinton”) (v) Scott R. Arnold, (vi) Randall H. Brown, (vii) William A. Finelli, (viii) Raymond Mikulich, (ix) Campus Evolution Villages, LLC, (x) Even Denner, and (xi) Andrew Stark.

BENEFICIAL OWNERSHIP OF SHARES:

As of the close of business on February 23, 2015 Clinton beneficially owned an aggregate of 759,344 shares of common stock, par value $0.01 per share, of the Company (the "Common Stock"), as follows: (a) 317,212 shares of Common Stock are beneficially owned by CREL (which includes the 375 shares of Common Stock held in record name); (b) 317,212 shares of Common Stock may be deemed to be beneficially owned by CRO by virtue of an investment management agreement with CREL; (c) 302,331 shares of Common Stock are held in a mutual fund portfolio with whom CGI has a sub-advisory agreement (“CASF”); (d) 139,801 shares of Common Stock are held by a mutual fund portfolio with whom CGI has a sub-advisory agreement (“WKCAX”); (e) 759,344 shares of Common Stock may be deemed to be beneficially owned by CGI, by virtue of (i) an investment management agreement with CREL and (ii) its relationship as sub-advisor to each of CASF and WKCAX and (f) 759,344 shares of Common Stock may be deemed to be beneficially owned by Mr. Hall by virtue of his direct and indirect control of CREL and CGI.

Further, on February 17, 2015, each of CREL and CASF sold call options on 6,000 shares of Common Stock with an expiration date of March 20, 2015 and a strike price of $7.50 per share.

Raymond Mikulich beneficially owns 20,000 shares of Common Stock. Randall H. Brown, together with his wife, Angela J. Brown, beneficially owns 1,225 shares of Common Stock.

The Participants may be deemed to have formed a "group," within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934. Collectively, the group (and each member thereof) may be deemed to have beneficial ownership of a combined 780,569 shares shares of Common Stock.

EX-99

Exhibit 3

CEV's Management Brochure

Attached.