FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * Brown Randall H   2. Issuer Name and Ticker or Trading Symbol Education Realty Trust, Inc. [EDR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Exec. VP, CFO, Treas. & Sec. (Last) (First) (Middle) 999 SOUTH SHADY GROVE ROAD,, SUITE 600 3. Date of Earliest Transaction (Month/Day/Year) 12/31/2012 (Street) MEMPHIS, TN 38120 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 12/31/2012   A   30,000 (1) A $ 0 122,494 D   Common Stock 12/31/2012   F   10,935 (2) D $ 10.64 111,559 D   Common Stock 01/01/2013   F   4,950 (3) D $ 10.64 106,609 D   Common Stock 01/01/2013   A   7,237 (4) A $ 0 113,846 D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Brown Randall H 999 SOUTH SHADY GROVE ROAD, SUITE 600 MEMPHIS, TN 38120			Exec. VP, CFO, Treas. & Sec.

Signatures

/s/ Susan R. Koehn, as Attorney in Fact for Randall H. Brown		01/03/2013
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Common stock issued as a result of the vesting of performance based restricted stock units ("RSUs") previously granted pursuant to the Company's 2010 Long-Term Incentive Plan.
(2)	Represents shares withheld to cover taxes related to vesting of RSUs.
(3)	Represents shares withheld to cover taxes related to vesting of previously granted shares of restricted stock.
(4)	Represents shares of restricted stock granted pursuant to the Company's 2013 Long-Term Incentive Plan which vest ratably over three years.

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