SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULES 13d-1(b), (c), AND
(d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 1)*
Education Realty Trust, Inc
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
28140H104
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(CUSIP Number)
DECEMBER 31, 2006
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
(x) Rule 13d-1(b)
( ) Rule 13d-1(c)
( ) Rule 13d-1(d)
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*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Teachers Insurance and Annuity Association of America, as parent of
each of the Reporting Persons.
I.R.S. # 13-1624203
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( )
(b) ( )
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER 49,900
6. SHARED VOTING POWER 183,035
7. SOLE DISPOSITIVE POWER 49,900
8. SHARED DISPOSITIVE POWER 183,035
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
232,935
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES ( )
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.88%
12. TYPE OF REPORTING PERSON
IC
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Teachers Insurance and Annuity Association of America, for the benefit
of the TIAA Real Estate Account
I.R.S. # 13-1624203
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( )
(b) ( )
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER 49,900
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 49,900
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
49,900
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES ( )
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.19%
12. TYPE OF REPORTING PERSON
IC
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Teachers Advisors, Inc.
I.R.S. # 13-3760073
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( )
(b) ( )
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER 0
6. SHARED VOTING POWER 11,888
7. SOLE DISPOSITIVE POWER 0
8. SHARED DISPOSITIVE POWER 11,888
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,888
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES ( )
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.04%
12. TYPE OF REPORTING PERSON
IA
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
TIAA-CREF Investment Management, LLC
I.R.S. #13-3586142
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( )
(b) ( )
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER 0
6. SHARED VOTING POWER 171,147
7. SOLE DISPOSITIVE POWER 0
8. SHARED DISPOSITIVE POWER 171,147
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
171,147
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES ( )
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.64%
12. TYPE OF REPORTING PERSON
IA
Item 1(a). NAME OF ISSUER:
Education Realty Trust, Inc.
Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
530 Oak Court Drive
Suite 300
Memphis, TN 38117
Items 2(a)-2(c). NAME, ADDRESS OF PRINCIPAL BUSINESS OFFICE, AND CITIZENSHIP OF
PERSONS FILING:
Teachers Insurance and Annuity Association of America ("TIAA")
730 Third Avenue
New York, NY 10017
Citizenship: New York
Teachers Advisors, Inc. ("Advisors")
730 Third Avenue
New York, NY 10017
Citizenship: Delaware
TIAA-CREF Investment Management, LLC ("Investment Management")
730 Third Avenue
New York, NY 10017
Citizenship: Delaware
Item 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock
Item 2(e). CUSIP NUMBER: 28140H104
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13d-2(b)
or (c), CHECK WHETHER THE PERSON FILING IS A:
TIAA, AS PARENT OF EACH OF THE REPORTING PERSONS
(a) ( ) Broker or dealer registered under Section 15 of the Exchange Act.
(b) ( ) Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) (x) Insurance Company as defined in Section 3(a)(19) of the Exchange Act.
(d) ( ) Investment Company registered under Section 8 of the Investment
Company Act.
(e) ( ) An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
(f) ( ) An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F).
(g) ( ) A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G).
(h) ( ) A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act.
(i) ( ) A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act.
(j) ( ) Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
TIAA, FOR THE BENEFIT OF THE TIAA REAL ESTATE ACCOUNT
(a) ( ) Broker or dealer registered under Section 15 of the Exchange Act.
(b) ( ) Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) (x) Insurance Company as defined in Section 3(a)(19) of the Exchange Act.
(d) ( ) Investment Company registered under Section 8 of the Investment
Company Act.
(e) ( ) An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
(f) ( ) An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F).
(g) ( ) A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G).
(h) ( ) A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act.
(i) ( ) A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act.
(j) ( ) Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
ADVISORS
(a) ( ) Broker or dealer registered under Section 15 of the Exchange Act.
(b) ( ) Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) ( ) Insurance Company as defined in Section 3(a)(19) of the Exchange Act.
(d) ( ) Investment Company registered under Section 8 of the Investment
Company Act.
(e) (x) An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
(f) ( ) An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F).
(g) ( ) A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G).
(h) ( ) A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act.
(i) ( ) A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act.
(j) ( ) Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
INVESTMENT MANAGEMENT
(a) ( ) Broker or dealer registered under Section 15 of the Exchange Act.
(b) ( ) Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) ( ) Insurance Company as defined in Section 3(a)(19) of the Exchange Act.
(d) ( ) Investment Company registered under Section 8 of the Investment
Company Act.
(e) (x) An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
(f) ( ) An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F).
(g) ( ) A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G).
(h) ( ) A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act.
(i) ( ) A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act.
(j) ( ) Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. ( )
Item 4. OWNERSHIP.
(a) Aggregate amount beneficially owned: 232,935 (See Exhibit
A)
(b) Percent of class: 0.88%
(c) Powers of shares:
Sole Voting Power: 49,900
Shared Voting Power: 183,035
Sole Dispositive Power: 49,900
Shared Dispositive Power: 183,035
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following (x). See Exhibit A
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not Applicable
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not Applicable
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not Applicable
Item 9. NOTICE OF DISSOLUTION OF GROUP.
Not Applicable
Item 10. CERTIFICATION.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held
in the ordinary course of business and were not acquired and are not
held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in
any transaction having that purpose or effect.
SIGNATURE.
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
Date: February 14, 2007
TEACHERS INSURANCE AND
ANNUITY ASSOCIATION OF
AMERICA
By: /s/ Paul Szeto
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Paul Szeto
Managing Director
TEACHERS ADVISORS, INC.
By: /s/ Paul Szeto
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Paul Szeto
Managing Director
TIAA-CREF INVESTMENT
MANAGEMENT, LLC
By: /s/ Paul Szeto
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Paul Szeto
Managing Director
EXHIBIT A
ITEM 5. OWNERSHIP.
Teachers Insurance and Annuity Association of America ("TIAA") presently holds
49,900 shares of Issuer's common stock for the benefit of TIAA Real Estate
Account, a separate account of TIAA. In addition, TIAA, as the parent of two
registered investment advisers, may be deemed to have indirect voting or
investment discretion over 183,035 shares of Issuer's common stock that are
beneficially owned by five registered investment companies--College Retirement
Equities Fund ("CREF"), TIAA-CREF Institutional Mutual Funds ("Institutional
Funds"), TIAA-CREF Mutual Funds ("Mutual Funds"), TIAA Separate Account VA-1
("VA-1") and TIAA-CREF Life Funds ("Life Funds"),--whose investment advisers are
TIAA-CREF Investment Management, LLC (in the case of CREF) and Teachers
Advisors, Inc. (in the case of Institutional Funds, Mutual Funds, VA-1, and Life
Funds), both of which are wholly owned subsidiaries of TIAA. TIAA is reporting
the combined holdings of these entities for the purpose of administrative
convenience. These shares were acquired in the ordinary course of business, and
not with the purpose or effect of changing or influencing control of the Issuer.
The filing of this statement should not be construed as an admission that TIAA
is, for the purposes of Sections 13 or 16 of the Securities Exchange Act of
1934, the beneficial owner of these shares.