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): February 227, ~~2016~~2019

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~~Country 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))

~~Item~~Indicate 1by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.~~01 Entry~~405 ~~into~~of athis ~~Material~~chapter) ~~Definitive~~or ~~Agreement~~Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

~~Pursuant~~Emerging toGrowth ~~the underwriting agreement (the “Underwriting Agreement”), dated February 2, 2016, between American Campus Communities, Inc. (the “~~Company”), and American Campus Communities Operating Partnership LP, the Company’s operating partnership (the “Operating Partnership”), on one hand, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, KeyBanc Capital Markets Inc., J.P. Morgan Securities LLC, Deutsche Bank Securities Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), on the other hand, the Company agreed to issue and sell to the Underwriters 15,600,000 shares of the Company’s common stock, par value of $0.01 per share (the “Common Stock ”), and an additional 2,340,000 shares of Common Stock pursuant to an option granted to the Underwriters. o

~~The~~If ~~Company~~an ~~intends~~emerging togrowth ~~use the net proceeds to repay its current debt~~company, ~~including~~indicate aby ~~portion~~check ofmark ~~the~~if ~~outstanding balance of its revolving credit facility (~~the ~~“Credit~~registrant ~~Facility”),~~has toelected fund its current development pipeline and potential acquisitions of student housing properties and for general corporate purposes. An affiliate of KeyBanc Capital Markets Inc. is acting as lender, administrative agent, swing line bank and lead arranger under the Credit Facility. An affiliate of Merrill Lynch, Pierce, Fenner & Smith Incorporated is acting as lender and co-documentation agent under the Credit Facility. Affiliates of certain of the other underwriters are also lenders under the Credit Facility. All of such affiliates will receive a pro rata portion of the net proceeds from the offering of Common Stock contemplated by the Underwriting Agreement used to ~~reduce~~not ~~amounts~~use ~~outstanding under~~ the ~~Credit~~extended ~~Facility. The~~transition ~~Underwriters~~period ~~and~~for ~~certain~~complying ~~of their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business~~ with ~~the~~any ~~Company~~new ~~and its affiliates. They have received~~ or ~~will~~revised ~~continue~~financial toaccounting ~~receive~~standards ~~customary~~provided ~~fees~~pursuant ~~and commissions for these transactions. In addition, in the ordinary course~~ of ~~their~~Section ~~business activities, the Underwriters and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities~~ 13(~~or related derivative securities~~a) ~~and financial instruments (including bank loans) for their own account and for the accounts~~ of ~~their customers. Such investments and securities activities may involve securities and/or instruments of~~ the ~~Company~~Exchange ~~or its affiliates~~Act. The Underwriters and its affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments. o

~~The~~Item ~~description~~5.02 ~~herein~~Departure of ~~the~~Directors ~~Underwriting~~or ~~Agreement~~Certain isOfficers; ~~qualified~~Election inof ~~its~~Directors; ~~entirety,~~Appointment ~~and~~of ~~the~~Certain ~~terms~~Officers; ~~therein~~Compensatory ~~are~~Arrangements ~~incorporated~~of ~~herein,~~Certain ~~by reference to the Underwriting Agreement filed as Exhibit 1.1 hereto.~~Officers

~~Item~~(b) On 9February 27, 2019, Blake Chandlee informed the Board of Directors of American Campus Communities, Inc.01 that he decided to not stand for re-election to the Board of Directors at the annual stockholder meeting to be held on May 1, 2019 in order to focus on other opportunities. ~~Financial~~ The ~~Statements~~Board ~~and~~is ~~Exhibits~~currently contemplating adding an additional director in the future.

Exhibit

Number Title

nc., J.P. Morgan Securities LLC, Deutsche Bank Securities Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein, on the other hand.

5.1 Opinion of Dentons US LLP as to the legality of the securities registered

8.1 Opinion of Dentons US LLP as to certain tax matters

23.2 Consent of Dentons US LLP (included in Exhibit 5.1 hereto)

23.3 Consent of Dentons US LLP (included in Exhibit 8.1 hereto)

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.

Date: ~~February~~March 54, ~~2016~~2019

AMERICAN CAMPUS COMMUNITIES, INC.

By: /s/ ~~Jonathan~~Kim AK. ~~Graf~~Voss

~~Jonathan~~Kim AK. ~~Graf~~Voss

Executive Vice President, Chief ~~Financial~~Accounting 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~~Kim AK. ~~Graf~~Voss

~~Jonathan~~Kim AK. ~~Graf~~Voss

Executive Vice President, Chief ~~Financial~~Accounting Officer~~, Secretary and Treasurer~~

EXHIBIT INDEX