8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported):  May 20, 2014

AMERICAN CAMPUS COMMUNITIES, INC.

AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP

(Exact name of Registrant as specified in its Charter)

Maryland Maryland	001-32265 333-181102-01	76-0753089 56-2473181
(State or other jurisdiction of incorporation or organization)	(Commission file number)	(I.R.S. Employer Identification Number)

12700 Hill County Blvd., Suite T-200, Austin, Texas  78738

(Address of Principal Executive Offices)  (Zip Code)

Registrant's telephone number, including area code:  (512) 732-1000

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:

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

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

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

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

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Item 1.01 Entry into a Material Definitive Agreement

The information contained in Item 5.02 below is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(b)           Effective May 20, 2014, the Board of Directors of American Campus Communities, Inc. (the "Company") approved the retirement of Greg A. Dowell as the Company's Senior Executive Vice President and Chief Operating Officer, effective September 30, 2014.

The Company and Mr. Dowell entered into a Separation Agreement and Mutual General Release, dated as of May 20, 2014 (the "Separation Agreement").  The Separation Agreement provides, among other things, that (i) the Company will continue to pay Mr. Dowell his base salary to which he is entitled under his current employment agreement through September 30, 2014 and will pay to Mr. Dowell $300,000 on September 30, 2014, (ii) Mr. Dowell will retain all of the restricted stock awards, common units and other stock-based awards previously granted to him that have vested as of September 30, 2014 and will forfeit all portions of any restricted stock awards or other stock-based awards unvested as of September 30, 2014, and (iii) the Confidentiality and Noncompetition Agreement between the Company and Mr. Dowell will survive the termination of Mr. Dowell's employment with the Company.

In addition, the Company and Mr. Dowell entered into a Consulting Agreement to be effective as of September 30, 2014 (the "Consulting Agreement"), pursuant to which Mr. Dowell agreed to provide consulting services to the Company with respect to the development of systems relating to the operations of the Company's properties for an annual fee of $250,000 payable monthly during the term of the Consulting Agreement.  The Consulting Agreement may be terminated by either party on 60 days' prior notice.

The Separation Agreement and the Consulting Agreement are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference.

(c)           Effective May 20, 2014, the Board of Directors of the Company appointed James C. Hopke, Jr. (age 52) as the Company's Executive Vice President and Chief Operating Officer effective as of October 1, 2014, at an annual base salary of $300,000.  Mr. Hopke has served as Executive Vice President-Asset Management of the Company since November 2013.  Mr. Hopke served as Executive Vice President-Project Management and Construction of the Company from November 2007 to November 2013 and as Executive Vice President and Chief Investment Officer of the Company from May 2005 to November 2007.  From November 2002 to April 2005, Mr. Hopke served as Vice President, Asset Management and Advisory Services for Wachovia Securities' Real Estate Capital Markets group.  From February 2000 to November 2002, he served as Senior Vice President, Acquisitions of the Company's predecessor entities.

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Also on May 20, 2014, the Company entered into an amendment to the employment agreement with Mr. Hopke to reflect the change in his position described above.  Such amendment is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure

The press release related to Mr. Hopke's appointment is attached hereto as Exhibit 99.4.

Such information is furnished pursuant to Item 7.01 and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, or subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(d)           Exhibits

The Exhibits to this Report are listed on the Exhibit Index attached hereto.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 23, 2014	AMERICAN CAMPUS COMMUNITIES, INC.
	By:	/s/ Jonathan A. Graf
		Jonathan A. Graf
		Executive Vice President, Chief Financial
		Officer, Secretary and Treasurer
	AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP
	By:	American Campus Communities Holdings
		LLC, its general partner
		By:	American Campus Communities, Inc.,
			its sole member
			By:	/s/ Jonathan A. Graf
				Jonathan A. Graf
				Executive Vice President,
				Chief Financial Officer,
				Secretary and Treasurer

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EXHIBIT INDEX

Exhibit
Number	Title
99.1	Separation Agreement and Mutual General Release, dated as of May 20, 2014, between American Campus Communities, Inc. and Greg A. Dowell
99.2	Consulting Agreement, dated effective as of September 30, 2014, between American Campus Communities, Inc. and Greg A. Dowell
99.3	Fourth Amendment to Employment Agreement, dated as of May 20, 2014, between American Campus Communities, Inc. and James C. Hopke, Jr.
99.4	Press Release, dated May 21, 2014

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EX-99.1

Exhibit 99.1

SEPARATION AGREEMENT AND MUTUAL GENERAL RELEASE

This SEPARATION AGREEMENT AND MUTUAL GENERAL RELEASE (this "Agreement") dated as of May 20, 2014 is by and between Greg A. Dowell ("Executive") and American Campus Communities, Inc., a Maryland corporation (the "Company").

WHEREAS, the Company and Executive have entered into an Employment Agreement dated as of April 28, 2005, as amended ("Employment Agreement");

WHEREAS, Executive shall retire and resign as an employee and officer of the Company and all entities related to the Company, and also retire and resign as an officer, director, manager or similar functionary of all entities related to the Company, effective as of September 30, 2014 (the "Termination Date");

WHEREAS, the parties agree that Executive's retirement and separation from employment is the result of a mutual agreement between Executive and the Company; and

WHEREAS, Executive and the Company have agreed to provide each other with a general release of claims as contained herein and in the Supplemental Mutual General Release Agreement in the form attached hereto as Exhibit A (the "Supplemental Release").

NOW, THEREFORE, Executive and the Company agree to enter into this Agreement setting forth their respective obligations related to Executive's separation as follows:

1.Separation of Employment.  Effective as of the Termination Date, Executive resigns as an employee and officer of the Company and all entities related to the Company, and as an officer, director, manager or similar functionary of all entities related to the Company.  The Company and Executive hereby waive any rights to prior notification of the separation of Executive’s employment.

2.Special Compensation and Benefits.

(a)The Company will pay to Executive the Accrued Obligations within five business days of the Termination Date.  Executive agrees that there is no unpaid Annual Bonus owed to him in respect to any fiscal year.

(b)The Company will pay to Executive an amount equal to $300,000, less applicable withholding and deductions, in a lump sum payment within five business days of the effective date of the Supplemental Release (the "Separation Payment").

(c)Executive shall retain all of the restricted stock awards, common units and other stock-based awards previously granted to Executive under the Plan or otherwise that have vested as of the Termination Date.  Executive acknowledges and agrees that Executive shall, as of the Termination Date, forfeit any and all portions of any restricted stock awards or other stock-based awards unvested as of the Termination Date previously granted to Executive under the Plan or otherwise. With respect to all such common units, Executive shall have all rights as all other common unitholders under the Limited Partnership Agreement of American Campus Communities Operating Partnership LP and, with respect to such restricted stock and other stock-based awards, Executive shall have all rights set forth in the Plan and the applicable award agreements.

(d)As of the Termination Date, neither the Company nor any of its affiliates shall have any obligation to Executive arising out of the Employment Agreement.

(e)On the Termination Date, Executive and the Company shall sign and deliver to the other the Supplemental Release.  Should Executive or the Company fail to sign and deliver the Supplemental Release on the Termination Date, he or it shall be deemed to have willfully breached a material provision of this Agreement.  In the event of a breach of this Section 2(e), the non-breaching party shall be entitled to an order of specific performance from a court of competent jurisdiction requiring the breaching party to sign and deliver the Supplemental Release to the other and the breaching party hereby consents to the entry of such an order.

(f)From the Effective Date through the Termination Date, the Company shall continue to pay Executive his Base Salary as provided under Section 4(a) of the Employment Agreement and Executive shall be entitled to participate in health, insurance, retirement and other benefits to which he is entitled under Section 5 of the Employment Agreement, subject to the terms and conditions of the applicable plan.  Except as expressly set forth herein, the Company shall have no obligation to make to Executive any payment, benefit, award or grant pursuant to the Employment Agreement or otherwise.

3.General Release by Executive.  In return for the special compensation and benefits referenced in this Agreement, Executive agrees to the following:

(a)Executive agrees, on behalf of himself and all of his heirs or personal representatives, to release the Company and all of its subsidiaries, affiliates, predecessors and successors, and all of their present or former officers, directors, managers, representatives, employees, agents, employee benefit programs, and the trustees, administrators, fiduciaries and insurers of such programs (collectively, the "Company Released Parties"), from any and all claims for relief of any kind, whether known to Executive or unknown, which in any way arise out of or relate to Executive's employment at the Company or any of the other Company Released Parties, the separation of his employment at the Company or any of the other Company Released Parties, any agreements between the Company or any of the other Company Released Parties and Executive, including but not limited to the Employment Agreement, and concerning any facts or events occurring at any time up to the Effective Date (as defined in Section 4(l) below), including, but not limited to, any and all claims of discrimination, retaliation or wrongful discharge of any kind, and any contractual, tort or other common law claims.  This settlement and waiver includes all such claims, whether for breach of contract, quasi-contract, implied contract, quantum meruit, unjust enrichment, compensation, deferred compensation, equity interest, any tort claims, including without limitation fraud and misrepresentation, and any and all claims under any applicable federal laws, including, but not limited to, the Age Discrimination in Employment Act, as amended, Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, 42 U.S.C. § 1981, the Americans with Disabilities Act, as amended, the Equal Pay Act, as amended, the Worker Adjustment and Retraining Notification Act, the Employee Retirement Income Security Act of 1974, as amended, the Family and Medical Leave Act, as amended, the Fair Labor Standards Act, as amended, or under any applicable state or local laws or ordinances or any other legal restrictions on the Company's rights, including Chapter 21 of the Texas Labor Code and Section 451 of the Texas Labor Code.

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Executive further agrees not to file a suit of any kind against the Company or any of the other Company Released Parties relating to his employment at the Company or any of the other Company Released Parties, the separation thereof, any agreements between the Company or any of other the Company Released Parties and Executive, including but not limited to the Employment Agreement, or any facts or events occurring at any time up to the Effective Date, or to participate voluntarily in any employment-related claim brought by any other party against the Company or any of the other Company Released Parties.  Even if a court rules that Executive may file a lawsuit against the Company or any of the other Company Released Parties arising from Executive's employment at the Company or any of the other Company Released Parties, the separation thereof, or any facts or events occurring at any time up to the Effective Date, Executive agrees not to accept any money damages or any other relief in connection with any such lawsuit.  Executive understands that this Agreement effectively waives any right he might have to sue the Company or any of the other Company Released Parties for any claim arising out of Executive's employment at the Company or any of the other Company Released Parties, any agreements between the Company or any of the other Company Released Parties and Executive, including but not limited to the Employment Agreement, or the separation of Executive's employment.  However, Executive recognizes and understands that this release does not prohibit him from filing an administrative charge with any state or federal agency.

Further, this release does not waive Executive's rights to enforce this Agreement.  In addition, this release does not give up Executive's rights, if any, to COBRA benefits under the Company's standard benefit programs applicable to Executive.  Further, this release does not waive Executive's rights to vested equity interests, vested 401(k) or pension monies or Executive's rights to indemnification under the Company's charter or bylaws or the Indemnification Agreement, dated as of April 28, 2005, between Executive and the Company.

(b)General Release by the Company.  Except as set forth in the last paragraph of this Section 3, the Company agrees, on behalf of itself and all of its parent companies, subsidiaries, affiliates, predecessors and successors, to release Executive and his heirs (collectively, the "Executive Released Parties"), from any and all claims for relief of any kind, whether known to it or unknown, which in any way arise out of or relate to Executive's employment at the Company any of the other Company Released Parties, the separation of Executive's employment at the Company or any of the other Company Released Parties, or any agreements between the Company or any of the other Company Released Parties and Executive, including but not limited to the Employment Agreement, and concerning any facts or events occurring at any time up to the Effective Date. This settlement and waiver includes all claims, whether for breach of contract, quasi-contract, implied contract, quantum meruit, unjust enrichment, any tort claims, including without limitation misrepresentation, breach of fiduciary duty, and any and all claims under any applicable law.

Except as set forth in the last paragraph of this Section 3, the Company further agrees not to file a suit of any kind against Executive or any of the other Executive Released Parties relating to Executive's employment at the Company, the separation thereof, any agreements between the Company or any of the other Company Released Parties and Executive, including but not limited to the Employment Agreement, or to participate voluntarily in any employment-related claim brought by any other party against Executive or any of the other Executive Released Parties.  Except as set forth in the last paragraph of this Section 3, even if a court rules that the Company may file a lawsuit against Executive or any of the other Executive Released Parties arising from Executive's employment at the Company or any of the other Company Released Parties, or the separation thereof, the Company agrees not to accept any money damages or any other relief in connection with any such lawsuit.  The Company understands that this Agreement effectively waives any right it might have to sue Executive or any of the other Executive Released Parties for any claim arising out of Executive's employment at the Company or any of the other Company Released Parties, any agreements between the Company or the other Company Released Parties and Executive, including but not limited to the Employment Agreement, the separation of Executive's employment, or any facts or events occurring at any time up to the Effective Date, except as set forth in the last paragraph of this Section 3.

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Notwithstanding the generality of the foregoing, nothing contained herein shall release the Executive or the other Executive Released Parties from any claim relating to (i) a breach by Executive of any provision of any agreement that survives the execution hereof, including but not limited to the Noncompete Agreement, (ii) Executive's obligations set forth herein or (iii) Executive's fraud, willful misconduct, gross negligence or illegal act.

4.Restrictive Covenants and Miscellaneous Provisions.

(a)Executive confirms that, while he understands that he has had such an obligation since he began his employment with the Company or any of the other Company Released Parties, he shall not disclose any of the trade secrets or other Confidential Information (as defined in the Noncompete Agreement) of the Company or any of the other Company Released Parties and shall not make use of such trade secrets or Confidential Information in any fashion at any time, including in any future employment, work or business.

(b)Executive agrees to comply at all times after the date hereof with the provisions of the Noncompete Agreement.  Executive acknowledges and agrees that the Noncompete Agreement (i) prohibits Executive until the second anniversary of the Termination Date from, among other things, (x) engaging in Competitive Activities (as defined in the Noncompete Agreement), and (y) encouraging, soliciting or inducing any employee of the Company to terminate such person's employment, and (ii) shall survive the separation of his employment, regardless of the separation reason, and shall survive the execution of this Agreement.

(c)Executive understands and agrees that the Company shall have the right to and may sue him for breach of this Agreement if he violates the provisions of the Noncompete Agreement or this Agreement.  Executive further acknowledges that but for his agreements to comply with his obligations described in this Agreement and the Noncompete Agreement, the Company would not provide him with the compensation, benefits and consideration set forth herein.

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(d)The parties acknowledge and agree that (a) a breach of any material provision of this Agreement by the Company shall entitle Executive to terminate this Agreement and the Employment Agreement for Good Reason, in which event Executive shall be entitled to the payments and benefits set forth in Section 8(e) of the Employment Agreement, and (b) a breach of any material provision of this Agreement by Executive shall entitle the Company to terminate this Agreement and the Employment Agreement for Cause, in which event Executive shall be entitled to the payment set forth in Section 8(c)(ii) of the Employment Agreement.

(e)Executive agrees that on or before the Termination Date he will return to the Company all of the Company's property in his possession (including originals and all copies), including, but not limited to, company files, work product, computer equipment, computer software, cell phones, pagers, corporate credit cards, identification cards, manuals, company documents and company keys.

(f)This Agreement does not constitute an admission of any kind by the Company, but is simply an accommodation that offers certain extra benefits to which Executive would not otherwise be entitled in return for his agreeing to and signing this document.

(g)Executive agrees not to make any statements that disparage the reputation of the Company or any of the other Company Released Parties, or their properties or services.  Executive agrees that any breach or violation of this non-disparagement provision shall entitle the Company to sue him on this Agreement for the immediate recovery of any damages caused by such breach.  The provisions of this Section 4(g) shall survive the separation of Executive's employment, regardless of the separation reason, and shall survive the execution of this Agreement.  Nothing herein shall prevent Executive from providing truthful testimony under oath or to a government agency.

(h)The Company agrees not to make any statements that disparage the reputation of Executive.  The Company agrees that any breach or violation of this non-disparagement provision shall entitle Executive to sue the Company on this Agreement for the immediate recovery of any damages caused by such breach.  The provisions of this Section 4(h) shall survive the separation of Executive's employment, regardless of the separation reason, and shall survive the execution of this Agreement.  Nothing herein shall prevent any Company official from providing truthful testimony under oath or to a government agency.

(i)All payments and benefits under this Agreement are gross amounts and will be subject to taxes and lawful deductions, if any.

(j)The venue for the litigation of any dispute arising out of this Agreement shall be a court of competent jurisdiction in Travis County, Texas.  If either party files a lawsuit in state court arising out of this Agreement, the other party may remove the lawsuit to federal court to the extent jurisdiction exists.  Texas law shall govern the interpretation and enforcement of this Agreement.

(k)Capitalized terms used herein and not otherwise defined shall the meanings assigned to such terms in the Employment Agreement.

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(l)Executive is entering into this Agreement freely and voluntarily.  Executive has carefully read and understands all of the provisions of this Agreement.  Executive understands that it sets forth the entire agreement between Executive and the Company and Executive represents that no other statements, promises, or commitments of any kind, written or oral, have been made to Executive by the Company, or any of its agents, to cause Executive to accept it.  Executive acknowledges that he has been advised to consult legal counsel concerning this Agreement prior to signing this Agreement, and that he has had sufficient opportunity to do so.  Executive understands that he may have up to 21 days from the date he received this Agreement to consider this Agreement.  Executive understands that if he signs this Agreement, he will then have seven days to cancel it if he so chooses.  Executive may cancel this Agreement by delivering a written notice of cancellation to William C. Bayless, Jr., American Campus Communities, Inc., 12700 Hill Country Blvd., Suite T-200, Austin, Texas 78738.  However, if Executive elects to cancel this Agreement, Executive understands that he will not be entitled to the Separation Payment or other benefits or consideration referenced in this Agreement.  Executive realizes this Agreement is not effective or enforceable until the seven-day period expires without revocation.  Executive understands that this Agreement will not become effective or enforceable until the eighth day after he signs this Agreement without revocation (the "Effective Date").  Executive understands that the Company will have no duty to provide him with the Separation Payment or other benefits or consideration described in this Agreement until after the Effective Date.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date written below.

	AMERICAN CAMPUS COMMUNITIES, INC., a Maryland corporation
Date:    May 20, 2014	By:	/s/ William C. Bayless, Jr.
		William C. Bayless, Jr.
		President and Chief Executive Officer
Date:    May 20, 2014		/s/ Greg A. Dowell
		Greg A. Dowell

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EXHIBIT A

SUPPLEMENTAL MUTUAL GENERAL RELEASE AGREEMENT

This Supplemental Mutual General Release Agreement (this "Agreement') is entered into on as of September 30, 2014 by and between American Campus Communities, Inc., a Maryland corporation (the "Company") and Greg A. Dowell ("Executive").

WHEREAS, the Company and Executive entered into a Separation Agreement dated May 20, 2014 (the "Separation Agreement");

WHEREAS, the Company and Executive agreed to sign and deliver this Agreement as a material inducement to have the other enter into the Separation Agreement; and

WHEREAS, Executive shall retire and resign as an employee and officer of the Company and all entities related to the Company, and as a director, manager or similar functionary of all entities related to the Company, effective as of September 30, 2014 (the "Termination Date").

NOW, THEREFORE, Executive and the Company hereby agree to enter into this Agreement setting forth their respective supplemental obligations related to Executive's separation as follows:

1.Compliance with the Separation Agreement.  The parties agree that delivery of this Agreement shall fulfill their obligations under Section 2(e) of the Separation Agreement.

2.General Release by Executive.  In return for the special compensation and benefits referenced in the Separation Agreement and this Agreement, Executive agrees to the following:

(a)Executive agrees, on behalf of himself and all of his heirs or personal representatives, to release the Company and all of its subsidiaries, affiliates, predecessors and successors, and all of their present or former officers, directors, managers, representatives, employees, agents, employee benefit programs, and the trustees, administrators, fiduciaries and insurers of such programs (collectively, the "Company Released Parties"), from any and all claims for relief of any kind, whether known to Executive or unknown, which in any way arise out of or relate to Executive's employment at the Company or any of the other Company Released Parties, the separation of his employment at the Company or any of the other Company Released Parties, any agreements between the Company or any of the other Company Released Parties and Executive, including but not limited to the Employment Agreement, and concerning any facts or events occurring at any time up to the Effective Date (as defined in Section 3(h) below), including, but not limited to, any and all claims of discrimination, retaliation or wrongful discharge of any kind, and any contractual, tort or other common law claims.  This settlement and waiver includes all such claims, whether for breach of contract, quasi-contract, implied contract, quantum meruit, unjust enrichment, compensation, deferred compensation, equity interest, any tort claims, including without limitation fraud and misrepresentation, and any and all claims under any applicable federal laws, including, but not limited to, the Age Discrimination in Employment Act, as amended, Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, 42 U.S.C. § 1981, the Americans with Disabilities Act, as amended, the Equal Pay Act, as amended, the Worker Adjustment and Retraining Notification Act, the Employee Retirement Income Security Act of 1974, as amended, the Family and Medical Leave Act, as amended, the Fair Labor Standards Act, as amended, or under any applicable state or local laws or ordinances or any other legal restrictions on the Company's rights, including Chapter 21 of the Texas Labor Code and Section 451 of the Texas Labor Code.

Executive further agrees not to file a suit of any kind against the Company or any of the other Company Released Parties relating to his employment at the Company or any of the other Company Released Parties, the separation thereof, any agreements between the Company or any of other the Company Released Parties and Executive, including but not limited to the Employment Agreement, or any facts or events occurring at any time up to the Effective Date, or to participate voluntarily in any employment-related claim brought by any other party against the Company or any of the other Company Released Parties.  Even if a court rules that Executive may file a lawsuit against the Company or any of the other Company Released Parties arising from Executive's employment at the Company or any of the other Company Released Parties, the separation thereof, or any facts or events occurring at any time up to the Effective Date, Executive agrees not to accept any money damages or any other relief in connection with any such lawsuit.  Executive understands that this Agreement effectively waives any right he might have to sue the Company or any of the other Company Released Parties for any claim arising out of Executive's employment at the Company or any of the other Company Released Parties, any agreements between the Company or any of the other Company Released Parties and Executive, including but not limited to the Employment Agreement, or the separation of Executive's employment.  However, Executive recognizes and understands that this release does not prohibit him from filing an administrative charge with any state or federal agency.

Further, this release does not waive Executive's rights to enforce this Agreement.  In addition, this release does not give up Executive's rights, if any, to COBRA benefits under the Company's standard benefit programs applicable to Executive.  Further, this release does not waive Executive's rights to vested equity interests, vested 401(k) or pension monies or Executive's rights to indemnification under the Company's charter or bylaws or the Indemnification Agreement, dated as of April 28, 2005, between Executive and the Company.

(b)General Release by the Company.  Except as set forth in the last paragraph of this Section 2, the Company agrees, on behalf of itself and all of its parent companies, subsidiaries, affiliates, predecessors and successors, to release Executive and his heirs (collectively, the "Executive Released Parties"), from any and all claims for relief of any kind, whether known to it or unknown, which in any way arise out of or relate to Executive's employment at the Company any of the other Company Released Parties, the separation of Executive's employment at the Company or any of the other Company Released Parties, or any agreements between the Company or any of the other Company Released Parties and Executive, including but not limited to the Employment Agreement, and concerning any facts or events occurring at any time up to the Effective Date. This settlement and waiver includes all claims, whether for breach of contract, quasi-contract, implied contract, quantum meruit, unjust enrichment, any tort claims, including without limitation misrepresentation, breach of fiduciary duty, and any and all claims under any applicable law.

A-2

Except as set forth in the last paragraph of this Section 2, the Company further agrees not to file a suit of any kind against Executive or any of the other Executive Released Parties relating to Executive's employment at the Company, the separation thereof, any agreements between the Company or any of the other Company Released Parties and Executive, including but not limited to the Employment Agreement, or to participate voluntarily in any employment-related claim brought by any other party against Executive or any of the other Executive Released Parties.  Except as set forth in the last paragraph of this Section 2, even if a court rules that the Company may file a lawsuit against Executive or any of the other Executive Released Parties arising from Executive's employment at the Company or any of the other Company Released Parties, the separation thereof, or any facts or events occurring at any time up to the Termination Date, the Company agrees not to accept any money damages or any other relief in connection with any such lawsuit.  The Company understands that this Agreement effectively waives any right it might have to sue Executive or any of the other Executive Released Parties for any claim arising out of Executive's employment at the Company or any of the other Company Released Parties, any agreements between the Company or the other Company Released Parties and Executive, including but not limited to the Employment Agreement, or the separation of Executive's employment, except as set forth in the last paragraph of this Section 2.

Notwithstanding the generality of the foregoing, nothing contained herein shall release the Executive or the other Executive Released Parties from any claim relating to (i) a breach by Executive of any provision of any agreement that pursuant to the Separation Agreement survives the execution thereof, including but not limited to the Noncompete Agreement, (ii) Executive's obligations set forth in this Agreement or the Separation Agreement or (iii) Executive's fraud, willful misconduct, gross negligence or illegal act.

3.Miscellaneous Provisions.

(a)Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Separation Agreement.

(b)Executive confirms that, while he understands that he has had such an obligation since he began his employment with the Company or any of the other Company Released Parties, he shall not disclose any of the trade secrets or other Confidential Information (as defined in the Noncompete Agreement) of the Company or any of the other Company Released Parties and shall not make use of such trade secrets or Confidential Information in any fashion at any time, including in any future employment, work or business.

(c)Executive agrees to comply at all times after the Termination Date with the provisions of the Noncompete Agreement.  Executive acknowledges and agrees that the Noncompete Agreement (i) prohibits Executive until the second anniversary of the Termination Date from, among other things, (x) engaging in Competitive Activities (as defined in the Noncompete Agreement), and (y) encouraging, soliciting or inducing any employee of the Company to terminate such person's employment, and (ii) shall survive the separation of his employment, regardless of the separation reason, and shall survive the execution of this Agreement.

A-3

(d)Executive understands and agrees that the Company shall have the right to and may sue him for breach if he violates the provisions of the Noncompete Agreement, the Separation Agreement or this Agreement.  Executive further acknowledges that but for his agreements to comply with his obligations described in this Agreement, the Separation Agreement and the Noncompete Agreement, the Company would not provide him with the compensation, benefits and consideration set forth in Section 2 and elsewhere in the Separation Agreement.

(e)Executive warrants that he has returned to the Company all of the Company's property in his possession (including originals and all copies), including, but not limited to, company files, work product, computer equipment, computer software, cell phones, pagers, corporate credit cards, identification cards, manuals, company documents and company keys.

(f)Executive understands that this Agreement does not constitute an admission of any kind by the Company, but is simply an accommodation that offers certain extra benefits to which he would not otherwise be entitled in return for his agreeing to and signing this document.

(g)Executive acknowledges that in the course of Executive's employment with the Company, Executive has gained knowledge and experience and/or was a witness to events and circumstances that may arise in the Company's defense or prosecution of subsequent proceedings.  Executive agrees to cooperate fully with the Company, including without limitation providing truthful testimony and meeting promptly with Company counsel upon reasonable notice, and to appear upon the Company's reasonable request as a witness and/or consultant in defending or prosecuting claims of all kinds, including but not limited to any litigation, administrative actions or arbitrations, at the Company's expense.

(h)Executive is entering into this Agreement freely and voluntarily.  Executive has carefully read and understands all of the provisions of this Agreement.  Executive has carefully read and understands all of the provisions of this Agreement.  Executive understands that it sets forth the entire agreement between Executive and the Company and Executive represents that no other statements, promises, or commitments of any kind, written or oral, have been made to Executive by the Company, or any of its agents, to cause Executive to accept it.  Executive acknowledges that he has been advised to consult legal counsel concerning this Agreement prior to signing this Agreement, and that he has had sufficient opportunity to do so.  Executive understands and agrees that he shall not sign this Agreement before the Termination Date.  Executive understands that he may have up to 21 days from the date he received this Agreement to consider this Agreement.  Executive understands that if he signs this Agreement, he will then have seven days to cancel it if he so chooses.  Executive may cancel this Agreement by delivering a written notice of cancellation to William C. Bayless, Jr., American Campus Communities, Inc., 12700 Hill Country Blvd., Suite T-200, Austin, Texas 78738.  However, if Executive elects to cancel this Agreement, Executive understands that he will not be entitled to the consideration referenced in this Agreement.  Executive realizes this Agreement is not effective or enforceable until the seven-day period expires without revocation.  Executive understands that this Agreement will not become effective or enforceable until the eighth day after he signs this Agreement without revocation (the "Effective Date").  Executive understands that the Company will have no duty to provide him with the consideration described in this Agreement until after the Effective Date.

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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date written below.

	AMERICAN CAMPUS COMMUNITIES, INC.
Date:    September 30, 2014	By:
		William C. Bayless, Jr.
		President and Chief Executive Officer
Date:    September 30, 2014
		Greg A. Dowell

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EX-99.2

Exhibit 99.2

CONSULTING AGREEMENT

CONSULTING AGREEMENT (the "Agreement") made as of September 30, 2014 (the "Effective Date"), between American Campus Communities, Inc., a Maryland corporation (the "Company"), and Greg A. Dowell ("Consultant").

WHEREAS, the Company and Consultant have previously entered into an Employment Agreement dated as of April 28, 2005, as amended ("Employment Agreement");

WHEREAS, the parties have entered into a Separation Agreement, dated as of May 20, 2014 (the "Separation Agreement"), pursuant to which, among other things, Consultant resigned as an employee and officer of the Company and all entities related to the Company, and as a director, manager or similar functionary of all entities related to the Company, effective as of the Effective Date and settling the parties' respective obligations arising out of Consultant’s employment with the Company, including under the Employment Agreement, and certain other benefit arrangements of the Company in which Consultant has been a participant;

WHEREAS, following the termination of Consultant's employment with the Company, the Company desires to continue to benefit from the experience and ability of Consultant in the capacity of a consultant to the Company; and

WHEREAS, Consultant is willing to commit himself to serve as a consultant to the Company, on the terms and conditions provided herein.

NOW, THEREFORE, in consideration of the premises and the respective covenants and agreements of the parties contained herein, and intending to be legally bound hereby, the parties hereto agree as follows:

1.Defined Terms.  As used in this Agreement, the following terms shall have the meanings set forth below.

"Cause" means (i) Consultant's act of gross negligence or gross misconduct that has the effect of injuring the business of the Company and its affiliates, taken as a whole, in any material respect, (ii) Consultant's  conviction of, or plea of guilty or nolo contendere to, the commission of a felony by Consultant, (iii) the commission by Consultant of an act of fraud or embezzlement against the Company or its affiliates, (iv) Consultant's willful breach of any material provision of this Agreement, the Employment Agreement, the Separation Agreement, the Supplemental Release or the Noncompete Agreement or (v) Consultant's acceptance of full time employment with any person or entity.

"Disability" means any physical or mental disability or infirmity that prevents the performance of Consultant's duties for a period of (i) 90 consecutive days or (ii) an aggregate of 90 days months in any 12 consecutive month period.  Any question as to the existence, extent or potentiality of Consultant's Disability upon which Consultant and the Company cannot agree shall be determined by a qualified, independent physician selected by the Company and approved by Consultant (which approval shall not be unreasonably withheld).  The determination of any such physician shall be final and conclusive for all purposes of this Agreement.

"Good Reason" means, without Consultant's consent, (i) the failure of the Company to obtain the assumption in writing of its obligation to perform this Agreement by any successor to all or substantially all of the assets of the Company or (ii) a breach by the Company of any material provision of this Agreement.

"Noncompete Agreement" means the Confidentiality and Noncompetition Agreement, dated as of April 28, 2005, between the Company and Consultant.

"Supplemental Release" means the Supplemental Mutual General Release Agreement, dated as of the Effective Date, between the Company and Consultant.

2.Retention as a Consultant.  The Company shall retain Consultant and Consultant shall serve the Company as an independent consultant on the terms and conditions set forth herein.

3.Term.  This Agreement shall commence as of the Effective Date and shall expire 12 months from the Effective Date, unless earlier terminated as set forth in Section 8 (the "Initial Consulting Period"); provided, however, that unless this Agreement has been earlier terminated, the Initial Consulting Period shall be automatically extended for additional 30-day periods (such period, as it may be extended, the "Consulting Period").  Following the termination of the Consulting Period, except as otherwise provided herein, the parties' respective obligations under this Agreement shall cease and no party shall have any further obligation to the other under this Agreement.

4.Duties.  During the Consulting Period, Consultant shall (i) provide consulting services to the Company with respect to the development of systems relating to the operations of the Company's properties and (ii) make himself available for general personal consultation with the Company with respect to other issues that may arise from time to time.  Consultant shall perform such services on a limited-time basis, and will not be required to devote more than such time as may be reasonably necessary during the Consulting Period.

5.Place of Performance.  Consultant may perform his duties hereunder at the Company's offices, at such other locations as are acceptable to him and the Company or by telephone consultation.

6.Compensation and Related Matters.  As compensation for the services to be rendered by Consultant hereunder, the Company shall pay Consultant a consulting fee equal to $20,833.33 per month (the "Consulting Fee").

7.Termination of Consulting Period.  The Consulting Period will terminate upon the earliest to occur of (i) Consultant's death, (ii) Consultant's Disability, (iii) a termination by the Company with Cause, (iv) a termination by Consultant with Good Reason or (v) a termination by Consultant without Good Reason or by the Company without Cause, in each case with 60 days' prior written notice to the other.  In the case of any termination, Consultant (or his estate or beneficiaries, as the case may be) shall be entitled to the accrued and unpaid Consulting Fee as of the termination date of this Agreement.  Notwithstanding any provision herein to the contrary, the Company may require that, prior to payment of any such amount, Consultant shall have executed a complete release of the Company and its affiliates and related parties in such form as is reasonably required by the Company, and any waiting periods contained in such release shall have expired.

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8.Noncompete Agreement.  The provisions of the Noncompete Agreement shall survive the execution and termination of this Agreement.  The parties agree that Section 5 of the Noncompete Agreement is amended and restated to read in its entirety as follows:

"Section 5.                      Non-Solicitation; Non-Interference.

Until second (2nd) anniversary of the expiration of the Consulting Period (as defined the Consulting Agreement, dated as of May 20, 2014, between Executive and the Company), Executive shall not, directly or indirectly, for his own account or for the account of any other individual or entity, nor shall he assist any person or entity to (i) encourage, solicit or induce, or in any manner attempt to solicit or induce, any person employed by, as agent of, or a service provider to, the Company to terminate such person's employment, agency or service, as the case may be, with the Company; or (ii) divert, or attempt to divert, any person, concern, or entity from doing business with the Company or any of its subsidiaries, or attempt to induce any such person, concern or entity to cease being a customer or supplier of the Company."

9.Successors; Binding Agreement.

(a)Assignment by the Company.  This Agreement shall inure to the benefit of and be enforceable by, and may be assigned by the Company to, any purchaser of all or substantially all of the Company's business or assets, any successor to the Company or any assignee thereof (whether direct or indirect, by purchase, merger, consolidation or otherwise).  The Company will require any such purchaser, successor or assignee to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such purchase, succession or assignment had taken place.

(b)Assignment by the Consultant.  Consultant's rights and obligations under this Agreement shall not be transferable by Consultant by assignment or otherwise, without the prior written consent of the Company; provided, however, that if Consultant shall die, all amounts then payable to Consultant hereunder shall be paid in accordance with the terms of this Agreement to Consultant's devisee, legatee or other designee or, if there be no such designee, to Consultant's estate.

10.Notice.  All notices, requests, claims, demands, waivers and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by overnight courier, by facsimile or electronic mail (providing confirmation of transmission) or by registered or certified mail (postage prepaid, return receipt requested), to the Company, at 12700 Hill Country Blvd., Suite T-200, Austin, Texas  78738, or to Consultant, at the address contained in the Company's records.

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11.Withholding.  All amounts payable hereunder shall be subject to such withholding taxes as may be required by law.

12.Modification of Agreement; Governing Law.  No provisions of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by Consultant and such officer of the Company as may be specifically designated by the Board.  No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.  No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement.  The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Texas without regard to its conflicts of law principles.

13.Validity.  The validity or enforceability of any provision or provisions of this Agreement shall not be affected by the invalidity or unenforceability of any other provision of this Agreement, and such valid and enforceable provisions shall remain in full force and effect.

14.Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same instrument.

15.Entire Agreement.  This Agreement sets forth the entire agreement of the parties hereto with respect to the subject matter contained herein.

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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above.

AMERICAN CAMPUS COMMUNITIES, INC., a Maryland corporation
By:	/s/ William C. Bayless, Jr.
	William C. Bayless, Jr.
	President and Chief Executive Officer
	/s/ Greg A. Dowell
	Greg A. Dowell

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EX-99.3

Exhibit 99.3

FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT

This Fourth Amendment to Employment Agreement (this "Amendment"), dated as of May 20, 2014, by and between American Campus Communities, Inc. (the "Company") and James C. Hopke, Jr. ("Executive").

WHEREAS, the Company and Executive have entered into an employment agreement dated as of April 28, 2005, as amended (the "Employment Agreement"); and

WHEREAS, the Company and Executive desire to amend the Employment Agreement as set forth herein, to be effective as of October 1, 2014.

NOW, THEREFORE, the Company and Executive agree as follows:

1.Position, Duties and Responsibilities.  The first sentence of Section 3(a) of the Employment Agreement is amended and restated to read in its entirety as follows:

"During the Term of Employment, Executive shall be employed and serve as the Executive Vice President and Chief Operating Officer of the Company (together with such other position or positions consistent with Executive's title as the Board shall specify from time to time) and shall have such duties typically associated with such title and shall report to the Company's Chief Executive Officer."

2.Base Salary.  Section 4(a) of the Employment Agreement is amended and restated to read in its entirety as follows:

"(a)           Base Salary.  Executive shall be paid an initial Base Salary (the "Base Salary"), at the annual rate of no less than $300,000, subject to applicable and authorized deductions and withholdings and payable in accordance with the regular payroll practices of the Company.  Such Base Salary may be increased by the Board in its discretion, but in no event may be decreased."

3.Date of Employment.  For purposes of determining the number of full years of Executive's employment and other business relationships with the Company and any predecessor of the Company under any of the Company's or its subsidiaries' plans, programs or arrangements, the date of the commencement of Executive's employment with the Company shall be deemed to be February 7, 2000, and such employment shall be deemed to have been continuous from such date to the date of a future Termination of Service.

4.Capitalized Terms. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Employment Agreement.

5.Ratification.  Except as otherwise expressly provided in this Amendment, the Employment Agreement is hereby ratified and confirmed and shall continue in full force and effect in accordance with its terms.

6.Counterparts.  This Amendment may be executed in identical counterparts, which when taken together shall constitute one and the same instrument.  A counterpart transmitted by facsimile shall be deemed an original for all purposes.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written, to be effective as of October 1, 2014.

AMERICAN CAMPUS COMMUNITIES, INC.
By:	/s/ William C. Bayless, Jr.
	William C. Bayless, Jr.
	President and Chief Executive Officer
	/s/ James C. Hopke, Jr.
	James C. Hopke, Jr.

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EX-99.4

Exhibit 99.4

American Campus Communities Names Jim Hopke as Its Next Chief Operating Officer

AUSTIN, Texas--(BUSINESS WIRE)--May 21, 2014--American Campus Communities, Inc. (NYSE:ACC), the largest owner, manager and developer of high-quality student housing properties in the U.S., today announced the appointment of James C. Hopke, Jr. as chief operating officer effective October 1, 2014. Mr. Hopke succeeds Greg A. Dowell, who is retiring from this position effective September 30, 2014. Dowell will continue his affiliation with the company post retirement as a consultant focused primarily on the ongoing refinement of the company’s proprietary operating platform.

Hopke first joined the company in 2000 as the senior vice president of acquisitions and was instrumental in the company’s pre-IPO growth. He briefly left the company from 2003-2005 serving as vice president of asset management for Wachovia’s real estate capital markets group. He rejoined the company in 2005 as executive vice president and chief investment officer spearheading the company’s initial growth post-IPO. From 2008 to 2013, he served as the executive vice president of project management and construction overseeing the development of more than 45 assets representing more than $2.7 billion in development value. From 2013 to present, he served as executive vice president of asset management. Prior to joining American Campus in 2000, Hopke served as the vice president of asset management for JPI's student housing division and as a vice president of asset management at Insignia.

"I am extremely pleased to announce Jim Hopke as our next COO," said American Campus CEO Bill Bayless. "He brings an intimate knowledge of the company, our operations and executive asset management to this position. His proven leadership and strategic planning skills will greatly compliment and support the marketing, leasing and operations prowess of Jennifer Beese, EVP of operations and leasing and Jim Sholders our SVP of operations.”

About American Campus Communities

American Campus Communities, Inc. is the largest owner and manager of high-quality student housing communities in the United States. The company is a fully integrated, self-managed and self-administered equity real estate investment trust (REIT) with expertise in the design, finance, development, construction management, and operational management of student housing properties. American Campus Communities owns 167 student housing properties containing approximately 102,700 beds. Including its owned and third-party managed properties, ACC’s total managed portfolio consists of 200 properties with approximately 128,000 beds. Visit www.americancampus.com or www.studenthousing.com.

Forward-Looking Statements

In addition to historical information, this press release contains forward-looking statements under the federal securities law. These statements are based on current expectations, estimates and projections about the industry and markets in which American Campus operates management's beliefs, and assumptions made by management. Forward-looking statements are not guarantees of future performance and involve certain risks and uncertainties, which are difficult to predict.

CONTACT:

American Campus Communities, Inc., Austin

Ryan Dennison, 512-732-1000

Investor Relations