William W. Talbot - Aug 9, 2022 Form 4 Insider Report for AMERICAN CAMPUS COMMUNITIES INC (ACC)

Role: EVP, Chief Investment Officer
Signature: /s/ Kim K. Voss, Attorney-in-fact
Stock symbol: ACC
Transactions as of: Aug 9, 2022
Transactions value $: $0
Form type: 4
Date filed: 8/9/2022, 04:42 PM
Previous filing: Mar 2, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ACC	Common stock	Disposed to Issuer		-8.68K	-100%		0	Aug 9, 2022	See footnote	F2
transaction	ACC	Common stock	Disposed to Issuer		-175K	-100%		0	Aug 9, 2022	Direct	F2, F3
holding	ACC	Common stock						8.68K	Aug 9, 2022	See footnote	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	ACC	Common Units of Limited Partnership Interest	Disposed to Issuer	$0	-3.8K	-100%	$0.00^*	0	Aug 9, 2022	Common Stock, par value $.01 per share	3.8K		Direct	F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Reflects transfer of 7,660 shares to a charitable foundation in the reporting person's name, an entity controlled by the reporting person, on May 20, 2022. By reason of the provisions of Rule 16a-1 of the Securities Exchange Act 1934, as amended, the reporting person may be deemed to be the beneficial owner of all of the American Campus Communities, Inc. common stock owned by the charitable foundation, although he disclaims beneficial ownership of those shares, except to the extent of any indirect pecuniary interest therein.
F2	On August 9, 2022, pursuant to the Agreement and Plan of Merger, dated as of April 18, 2022 (as amended from time to time, the "Merger Agreement"), by and among Abacus Parent LLC, Abacus Merger Sub I LLC ("Merger Sub I"), Abacus Merger Sub II LLC ("Merger Sub II"), American Campus Communities, Inc. ("ACC") and American Campus Communities Operating Partnership LP (the "Partnership"), ACC merged with and into Merger Sub I (the "Company Merger"), each share of ACC common stock issued and outstanding immediately prior to the effective time of the Company Merger (other than shares held in ACC's deferred compensation plan) was automatically cancelled and converted into the right to receive an amount in cash equal to $65.47 per share, without interest.
F3	Includes 97,384 shares of unvested restricted stock. Pursuant to the Merger Agreement, each share of unvested restricted common stock granted pursuant to ACC's long-term incentive plans outstanding immediately prior to the effective time of the Company Merger automatically became fully vested and all restrictions and reacquisition rights thereon lapsed. All shares of ACC common stock represented thereby were considered outstanding for all purposes under the Merger Agreement and therefore automatically cancelled and converted into the right to receive an amount in cash equal to $65.47 per share, without interest.
F4	On August 9, 2022, pursuant to the Merger Agreement, Merger Sub II merged with and into the Partnership (the "Partnership Merger") and each limited partnership unit of the Partnership, or fraction thereof, that was issued and outstanding immediately prior to the effective time of the Partnership Merger held by the Reporting Person was automatically cancelled and converted into the right to receive an amount in cash equal to $65.47 per limited partnership unit, without interest.