0001283630-17-000056.txt : 20170421 0001283630-17-000056.hdr.sgml : 20170421 20170421153028 ACCESSION NUMBER: 0001283630-17-000056 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170421 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170421 DATE AS OF CHANGE: 20170421 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN CAMPUS COMMUNITIES INC CENTRAL INDEX KEY: 0001283630 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 760753089 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32265 FILM NUMBER: 17775446 BUSINESS ADDRESS: STREET 1: 12700 HILL COUNTRY BOULEVARD STREET 2: STE T-200 CITY: AUSTIN STATE: TX ZIP: 78738 BUSINESS PHONE: 512-732-1000 MAIL ADDRESS: STREET 1: 12700 HILL COUNTRY BOULEVARD STREET 2: STE T-200 CITY: AUSTIN STATE: TX ZIP: 78738 FILER: COMPANY DATA: COMPANY CONFORMED NAME: American Campus Communities Operating Partnership LP CENTRAL INDEX KEY: 0001357369 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 562473181 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-181102-01 FILM NUMBER: 17775447 BUSINESS ADDRESS: STREET 1: 12700 HILL COUNTRY BOULEVARD STREET 2: SUITE T-200 CITY: AUSTIN STATE: TX ZIP: 78738 BUSINESS PHONE: 5127321000 MAIL ADDRESS: STREET 1: 12700 HILL COUNTRY BOULEVARD STREET 2: SUITE T-200 CITY: AUSTIN STATE: TX ZIP: 78738 8-K 1 a8-kxamendmenttoarticlesx3.htm 8-K Document


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): April 21, 2017


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)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

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))




Item 5.03    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 21, 2017, the Board of Directors of American Campus Communities, Inc. (the "Company") approved the Third Amendment (the "Third Amendment") to the Bylaws of the Company (the "Bylaws") to provide the Company’s stockholders with the right to amend the Bylaws upon the affirmative vote of a majority of the votes entitled to be cast on the matter.

The foregoing description of the Third Amendment is qualified in its entirety by reference to the full text of the Third Amendment, a copy of which is filed hereto as Exhibit 3.1 and incorporated herein by reference.

Item 9.01.    Financial Statements and Exhibits.

(c)    Exhibits.

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



2







SIGNATURES


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.

 
 
AMERICAN CAMPUS COMMUNITIES, INC.
 
 
 
 
 
 
 
 
Date: April 21, 2017
 
By:
/s/ Daniel B. Perry
 
 
 
 
 
Daniel B. Perry

 
 
 
 
 
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/ Daniel B. Perry
 
 
 
 
 
 
 
Daniel B. Perry

 
 
 
 
 
 
 
Executive Vice President,
Chief Financial Officer,
Secretary and Treasurer



3



EXHIBIT INDEX

 
Exhibit
 
 
Number
Title
 
 
 
3.1
Third Amendment to the Bylaws of American Campus Communities, Inc.


EX-3.1 2 copyofexhibit31.htm EXHIBIT 3.1 Exhibit


EXHIBIT 3.1

THIRD AMENDMENT TO THE

BYLAWS OF

AMERICAN CAMPUS COMMUNITIES, INC.

WHEREAS, American Campus Communities, Inc., a Maryland corporation (the "Corporation"), has heretofore adopted the Bylaws of American Campus Communities, Inc. (as amended through the date hereof, the "Bylaws"); and
WHEREAS, the Corporation desires to amend the Bylaws as set forth herein.
NOW, THEREFORE, Article XIV of the Bylaws is hereby amended to read in its entirety as follows:
ARTICLE XIV
The Board of Directors shall have the power to adopt, alter or repeal any provision of these Bylaws and make new Bylaws; provided, however, that the stockholders may alter or repeal any provision of these Bylaws and adopt new Bylaws if any such alteration, repeal or adoption is approved by the affirmative vote of a majority of the votes entitled to be cast on the matter.
IN WITNESS WHEREOF, the Corporation has caused this Amendment to be executed in its name and on its behalf to be effective as of April 21, 2017.
AMERICAN CAMPUS COMMUNITIES, INC., a Maryland corporation


By:    /s/ Daniel B. Perry            
Daniel B. Perry
Executive Vice President, Chief Financial Officer, Secretary and Treasurer