UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☐

Filed by a Party other than the Registrant ☒

Check the appropriate box:

Payment of Filing Fee (Check the appropriate box):

☐          Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

PRELIMINARY COPY SUBJECT TO COMPLETION
DATED MARCH 25, 2022

2022 ANNUAL MEETING OF SHAREHOLDERS
OF
AMERICAN CAMPUS COMMUNITIES, INC.
_________________________

PROXY STATEMENT
OF
Land & buildings capital growth fund, lp
_________________________

PLEASE VOTE ON THE ENCLOSED [COLOR] PROXY CARD TODAY

Land & Buildings Capital Growth Fund, LP (“L&B Capital”), L&B Opportunity Fund, LLC (“L&B Opportunity”), Land & Buildings GP LP (“L&B GP”), L&B Total Return Fund LLC (“L&B Total Return”), L&B Megatrend Fund (“L&B Megatrend”), Land & Buildings Investment Management, LLC (“L&B Management”), Jonathan Litt, and Corey Lorinsky (collectively, “Land & Buildings” or “we”) are investors in American Campus Communities, Inc., a Maryland corporation (“ACC” or the “Company”), which beneficially own an aggregate of 1,888,433 shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company. We believe that the right shareholder representation on the Board of Directors of the Company (the “Board”) is required to ensure that the Company is being run in a manner consistent with shareholders’ best interests. We have nominated a director candidate who has a strong, relevant background and who is committed to fully exploring all opportunities to unlock shareholder value and demanding accountability in the boardroom. We are seeking your support at the Company’s 2022 Annual Meeting of Shareholders scheduled to be held on ___________, 2022 at 8:00 a.m., Central Standard Time, at 12700 Hill Country Blvd., Suite T-200, Austin, Texas (including any adjournments or postponements thereof and any meeting which may be called in lieu thereof, the “Annual Meeting”), for the following:

This Proxy Statement and the enclosed [COLOR] proxy card are first being mailed to shareholders on or about [____________], 2022.

According to the Company’s proxy statement, the terms of ten directors currently serving on the Board expire at the Annual Meeting. Through the attached Proxy Statement and enclosed [COLOR] proxy card, we are soliciting proxies to elect not only our Nominee, but also the candidates who have been nominated by the Company other than [_____]. Shareholders will therefore be able to vote for the total number of directors up for election at the Annual Meeting. The names, backgrounds and qualifications of the Company’s nominees, and other information about them, can be found in the Company’s proxy statement. Your vote to elect our Nominee will have the legal effect of replacing an incumbent director with our Nominee. If elected, our Nominee will constitute a minority on the Board – accordingly, there can be no guarantee that our Nominee will be able to implement any actions that he may believe are necessary to unlock shareholder value. However, we believe the election of our Nominee is an important step in the right direction for enhancing long-term value at the Company.

The Company has set the close of business on ___________, 2022 as the record date for determining shareholders entitled to notice of and to vote at the Annual Meeting (the “Record Date”). Each outstanding share of Common Stock is entitled to one vote on each matter to be voted upon at the Annual Meeting. Shareholders of record at the close of business on the Record Date will be entitled to vote at the Annual Meeting. According to the Company, as of the Record Date, there were ___________ shares of Common Stock outstanding and entitled to vote at the Annual Meeting. The mailing address of the principal executive offices of the Company is 12700 Hill Country Blvd., Suite T-200, Austin, Texas 78738.

As of the date hereof, the members of Land & Buildings collectively own an aggregate of 1,888,433 shares of Common Stock (the “Land & Buildings Group Shares”). The Participants intend to vote the Land & Buildings Group Shares “FOR” the Nominee, “FOR” the ratification of Ernst & Young LLP as the Company’s independent auditors for 2022, and “[FOR/AGAINST/ABSTAIN]” on the advisory vote on the compensation of the Company’s named executive officers.

THIS SOLICITATION IS BEING MADE BY LAND & BUILDINGS AND NOT ON BEHALF OF THE BOARD OR MANAGEMENT OF THE COMPANY. WE ARE NOT AWARE OF ANY OTHER MATTERS TO BE BROUGHT BEFORE THE ANNUAL MEETING OTHER THAN AS SET FORTH IN THIS PROXY STATEMENT. SHOULD OTHER MATTERS, WHICH LAND & BUILDINGS IS NOT AWARE OF A REASONABLE TIME BEFORE THIS SOLICITATION, BE BROUGHT BEFORE THE ANNUAL MEETING, THE PERSONS NAMED AS PROXIES IN THE ENCLOSED [COLOR] PROXY CARD WILL VOTE ON SUCH MATTERS IN OUR DISCRETION.

LAND & BUILDINGS URGES YOU TO VOTE “FOR” ITS NOMINEE VIA THE INTERNET OR TELEPHONE BY FOLLOWING THE INSTRUCTIONS ON THE ENCLOSED [COLOR] PROXY CARD TODAY. IF YOU DO NOT HAVE ACCESS TO THE INTERNET OR A TOUCH-TONE TELEPHONE, PLEASE SIGN, DATE AND RETURN THE [COLOR] PROXY CARD VOTING “FOR” THE ELECTION OF THE NOMINEE.

IF YOU HAVE ALREADY SENT A PROXY CARD FURNISHED BY COMPANY MANAGEMENT OR THE BOARD, YOU MAY REVOKE THAT PROXY AND VOTE ON EACH OF THE PROPOSALS DESCRIBED IN THIS PROXY STATEMENT VIA THE INTERNET OR TELEPHONE BY FOLLOWING THE INSTRUCTIONS ON THE ENCLOSED [COLOR] PROXY CARD, OR IF YOU DO NOT HAVE ACCESS TO THE INTERNET OR A TOUCH-TONE TELEPHONE, BY SIGNING, DATING AND RETURNING THE ENCLOSED [COLOR] PROXY CARD. THE LATEST DATED PROXY IS THE ONLY ONE THAT WILL BE COUNTED. ANY PROXY MAY BE REVOKED AT ANY TIME PRIOR TO THE ANNUAL MEETING BY DELIVERING A WRITTEN NOTICE OF REVOCATION OR A LATER DATED PROXY FOR THE ANNUAL MEETING OR BY VOTING IN PERSON AT THE ANNUAL MEETING.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting—
This Proxy Statement and our [COLOR] proxy card are available at

www.AceTheTestACC.com

IMPORTANT

Your vote is important, no matter how many or few shares of Common Stock you own. Land & Buildings urges you to vote FOR the Nominee and in accordance with Land & Buildings’ recommendations on the other proposals on the agenda for the Annual Meeting via the Internet or telephone by following the instructions on the enclosed [COLOR] proxy card today. If you do not have access to the Internet or a touch-tone telephone, please sign, date and return the enclosed [COLOR] proxy card today.

Due to ongoing delays in the postal system, we are encouraging shareholders to submit their proxies electronically (by Internet or by telephone) if possible.

Since only your latest dated proxy card will count, we urge you not to return any proxy card you receive from the Company. Even if you return the management proxy card marked “withhold” as a protest against the incumbent directors, it will revoke any proxy card you may have previously sent to us. Remember, you can vote for our Nominee only on our [COLOR] proxy card. So please make certain that the latest dated proxy card you return is the [COLOR] proxy card.

BACKGROUND TO THE SOLICITATION

The following is a chronology of material events leading up to this proxy solicitation.

REASONS FOR THE SOLICITATION

Land & Buildings has conducted extensive due diligence on the Company, having monitored ACC for years. In doing so, we have carefully analyzed the Company’s operating and financial performance as well as the competitive landscape in the real estate investment trust (“REIT”) industry in which it operates. For the past year and a half, we have attempted to maintain an ongoing dialogue with the Company’s Board and management team to discuss our concerns and the opportunities that we believe are available to create value for the benefit of all ACC shareholders.

Specifically, we believe ACC has significantly underperformed and has failed to create meaningful value for long-term shareholders. We believe this underperformance is largely the result of disappointing cash flow and NAV growth, poor investor communications, capital allocation issues, bloated expense structure and insufficient Board oversight.

It had been our sincere hope that following the Cooperation Agreement and subsequent changes to the Board in January 2021, the tide would turn at ACC. Instead, the Company has continued to trade at a material discount to its NAV, has continued to make strategic missteps and shareholders have continued to suffer inferior returns. Despite our continued efforts to engage constructively with the Company, it has become evident to us that further change is needed at ACC, including direct shareholder representation in the boardroom, in order to hold management accountable and bring the necessary urgency to strategic planning.

We are therefore soliciting your support to elect our Nominee at the Annual Meeting, who we believe will bring an unbiased owner’s mentality into the boardroom, relevant industry experience, and sorely needed shareholder alignment to help instill accountability and drive improved performance.

We Believe There is Untapped Potential at ACC

As the nation’s largest developer, owner and manager of high-quality student housing communities, ACC should be set up to thrive. We have seen year-after-year that demand for student housing remains strong in almost any environment. ACC’s portfolio, focused on core pedestrian modern assets primarily at top-tier public four-year universities, is well-positioned – with significant enrollment growth and declining new supply growth forecasted over the next five years in the Company’s markets.¹ Further, the value of a college degree has never been higher, with the gap between the lifetime earnings power of people with and without a college degree currently over $1 million.²

Despite these favorable dynamics, ACC has continued to trade at a substantial discount to the private market value of its assets. The Company is currently trading at an implied cap rate of nearly 5%, compared to the 3.75%-4.25% private market range, translating to 30%+ potential upside to current NAV. And this gap is likely to only widen further as cap rates continue to compress, with more institutional money pouring into the student housing sector than ever before and valuations and transaction activity increasing.

We are Concerned with the Company’s Continued Underperformance and Mismanagement

When we entered into the Cooperation Agreement with ACC last year, we had misgivings considering that the three directors added to the Board were all candidates put forward by ACC and there remained no true investor representative on the Board. However, we were hopeful that the changes instituted would be sufficient to reverse the track record of mismanagement and underperformance at the Company, particularly given our past respect for Cydney Donnell and her appointment as Chairwoman. Unfortunately, our hopes were misplaced. 

¹ RealPage, National Center for Education Statistic

² US Bureau of Labor Statistics

Since the Cooperation Agreement, ACC’s total shareholder returns have continued to lag peers – underperforming by 18% versus apartments and 13% versus proxy peers. This troubling pattern has been consistent over the past 1-, 3-, 5-, and 10-years. Consider the following:

Note: Data through 12/10/2021; Cooperation Agreement announced 01/27/2021 after market close; Apartments defined as BBREAPT Index on Bloomberg; Proxy Peers defined in ACC 2021 Proxy Statement

In our view, this underperformance stems primarily from several key failures:

³ Bloomberg

It has become clear to us that true shareholder representation is desperately needed in the boardroom to instill accountability, help reverse the Company’s prolonged underperformance and ensure the interests of shareholders always remain paramount.

We Believe More Aggressive Strategic Measures Are Needed at ACC

The past year has shown us that for ACC to unlock the value of its well-positioned portfolio and to finally begin delivering for shareholders, we believe more significant strategic changes are needed. In our view, ACC needs to move quickly to take the following actions, which we have repeatedly recommended to management and the Board:

⁴ Company Filings

We Believe Our Nominee Would Bring Much-Needed Alignment and Accountability to the Board

Our engagement with the Company, together with ACC’s long-term underperformance and strategic missteps, has proven to us that a shareholder-aligned representative is needed on the Board to drive improved performance and instill accountability. We are therefore seeking your support to elect Land & Buildings’ Portfolio Manager, Corey Lorinsky, to the Board at the Annual Meeting. In addition to bringing shareholder-alignment to the Board, Mr. Litt has investment management experience in the real estate industry as well as financial expertise, which we believe makes him well-qualified to serve as a director of the Company.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

The Board is currently composed of ten directors, each with a term expiring at the Annual Meeting. Your vote to elect our Nominee will have the legal effect of replacing an incumbent director with the Nominee. If elected, our Nominee will constitute a minority on the Board and there can be no guarantee that our Nominee will be able to implement any actions that he may believe are necessary to unlock shareholder value at ACC. There is no assurance that any incumbent director will serve as a director if our Nominee is elected to the Board. You should refer to the Company's proxy statement for the names, background, qualifications and other information concerning the Company's nominees.

This Proxy Statement is soliciting proxies to elect not only our Nominee, but also the candidates who have been nominated by the Company other than [____]. This gives shareholders who wish to vote for our Nominee the ability to vote for a full slate of ten nominees in total. The names, background and qualifications of the Company’s nominees, and other information about them, can be found in the Company’s proxy statement.

our NOMINEE

Set forth below is the name, age, business address, present principal occupation, and employment and material occupations, positions, offices, or employments for the past five years of the Nominee. This information has been furnished to us by the Nominee. The nomination was made in a timely manner and in compliance with the applicable provisions of the Company’s governing instruments. The specific experience, qualifications, attributes and skills that led us to conclude that the Nominee should serve as a director of the Company is set forth below.

Corey Lorinsky, age 36, is a Principal of L&B Management, a registered investment manager specializing in publicly traded real estate and real estate related securities. He currently serves as a Portfolio Manager at L&B Management and previously served as a Senior Analyst from 2011 when he joined the firm until he was appointed as Portfolio Manager in 2017. He is an active member of the Land & Buildings Investment Committee and is responsible for investment idea generation, monitoring of current investments and supporting the global research efforts at the firm. He is also responsible for building, maintaining and updating earnings, net asset value and pricing models as well as other macroeconomic, industry and company-specific analysis. From 2009 to 2011, Mr. Lorinsky was a Research Analyst at Elliott Management Corporation, a billion dollar multi-strategy hedge fund based in Manhattan. Prior to that role, Mr. Lorinsky conducted research on housing and the financial crisis at the Stern School of Business at New York University. Mr. Lorinsky received his B.S. in Economics and Concentrations in Finance, Entrepreneurship and Real Estate from The Wharton School at The University of Pennsylvania.

Land & Buildings believes that Mr. Lorinsky is well-qualified to serve as a director of the Company given his investment management experience in the real estate industry, including as Portfolio Manager at L&B Management, together with his financial expertise.

Mr. Lorinsky is a citizen of the United States of America.

The principal business address of Mr. Lorinsky is c/o Land & Buildings Investment Management, LLC, 1 Landmark Square, 17th Floor, Stamford, Connecticut 06901.

As of the date hereof, Mr. Lorinsky beneficially owns directly 10 shares of Common Stock of the Company. Mr. Lorinsky is a Principal and Portfolio Manager of L&B Management, which beneficially owns 1,888,433 shares of Common Stock, however, he does not have voting or dispositive power over the shares of Common Stock beneficially owned by L&B Management. For information regarding transactions in securities of the Company during the past two years by certain of the Participants (as defined below), please see Schedule I.

Land & Buildings believes that the Nominee presently is, and if elected as a director of the Company, the Nominee would qualify as, an “independent director” within the meaning of (i) applicable New York Stock Exchange (“NYSE”) listing standards applicable to board composition, including NYSE Listed Company Manual Section 303.A, and (ii) Section 301 of the Sarbanes-Oxley Act of 2002. Notwithstanding the foregoing, Land & Buildings acknowledges that no director of a NYSE listed company qualifies as “independent” under the NYSE listing standards unless the board of directors affirmatively determines that such director is independent under such standards. Accordingly, Land & Buildings acknowledges that if the Nominee is elected, the determination of the Nominee’s independence under the NYSE listing standards ultimately rests with the judgment and discretion of the Board.

Other than as stated herein, and except for compensation received by Mr. Lorinsky as an employee of L&B Management, there are no arrangements or understandings between members of Land & Buildings and the Nominee or any other person or persons pursuant to which the nomination of the Nominee described herein is to be made, other than the consent by the Nominee to be named in this Proxy Statement and to serve as a director of the Company if elected as such at the Annual Meeting. The Nominee is not a party adverse to the Company or any of its subsidiaries nor does the Nominee have a material interest adverse to the Company or any of its subsidiaries in any material pending legal proceedings.

We do not expect that the Nominee will be unable to stand for election, but, in the event the Nominee is unable to serve or for good cause will not serve, the shares of Common Stock represented by the enclosed [COLOR] proxy card will be voted for substitute nominee(s), to the extent this is not prohibited under the Company’s Bylaws (the “Bylaws”) and applicable law. In addition, we reserve the right to nominate substitute person(s) if the Company makes or announces any changes to the Bylaws or takes or announces any other action that has, or if consummated would have, the effect of disqualifying the Nominee, to the extent this is not prohibited under the Bylaws and applicable law. In any such case, we would identify and properly nominate such substitute nominee(s) in accordance with the Bylaws and shares of Common Stock represented by the enclosed [COLOR] proxy card will be voted for such substitute nominee(s). We reserve the right to nominate additional person(s), to the extent this is not prohibited under the Bylaws and applicable law, if the Company increases the size of the Board above its existing size or increases the number of directors whose terms expire at the Annual Meeting. Additional nominations made pursuant to the preceding sentence are without prejudice to the position of Land & Buildings that any attempt to increase the size of the current Board or to classify the Board, constitutes an unlawful manipulation of the Company’s corporate machinery.

WE STRONGLY URGE YOU TO VOTE “FOR” THE NOMINEE USING THE ENCLOSED [COLOR] PROXY CARD.

PROPOSAL NO. 2

RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS

As discussed in further detail in the Company’s proxy statement, the Company has proposed that the shareholders ratify the Audit Committee’s reappointment of Ernst & Young LLP as the Company’s independent auditors for 2022. Additional information regarding this proposal is contained in the Company’s proxy statement.

WE MAKE NO RECOMMENDATION WITH RESPECT TO THIS PROPOSAL AND INTEND TO VOTE OUR SHARES “FOR” THIS PROPOSAL.

PROPOSAL NO. 3

ADVISORY VOTE ON EXECUTIVE COMPENSATION

As discussed in further detail in the Company’s proxy statement, the Company is providing shareholders with the opportunity to vote to approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers. Accordingly, the Board recommends that shareholders vote in favor of the following resolution:

“RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the 2022 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the 2021 Summary Compensation Table and the other related tables and disclosure.”

As discussed in the Company’s proxy statement, the results of this advisory vote are non-binding, but, to the extent there is any significant vote against the named executive officer compensation, the Company will consider shareholders’ concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns.

[WE MAKE NO RECOMMENDATION WITH RESPECT TO THIS PROPOSAL AND INTEND TO VOTE OUR SHARES [“FOR”/”AGAINST”/“ASBSTAIN” ON] THIS PROPOSAL.]

VOTING AND PROXY PROCEDURES

Shareholders are entitled to one vote for each share of Common Stock held of record on the Record Date with respect to each matter to be acted on at the Annual Meeting. Only shareholders of record on the Record Date will be entitled to notice of and to vote at the Annual Meeting. Shareholders who sell their shares of Common Stock before the Record Date (or acquire them without voting rights after the Record Date) may not vote such shares of Common Stock. Shareholders of record on the Record Date will retain their voting rights in connection with the Annual Meeting even if they sell such shares of Common Stock after the Record Date. Based on publicly available information, Land & Buildings believes that the only outstanding class of securities of the Company entitled to vote at the Annual Meeting is the Common Stock.

Shares of Common Stock represented by properly executed [COLOR] proxy cards will be voted at the Annual Meeting as marked and, in the absence of specific instructions, will be voted FOR the Nominee, FOR the ratification of Ernst & Young LLP as the Company’s independent auditors for 2022, [FOR/AGAINST/ABSTAIN on] the approval of the non-binding advisory resolution on the compensation of the Company’s named executive officers, and in the discretion of the persons named as proxies on all other matters as may properly come before the Annual Meeting, as described herein.

According to the Company’s proxy statement for the Annual Meeting, the current Board intends to nominate ten candidates for election at the Annual Meeting. This Proxy Statement is soliciting proxies to elect the Nominee as a director in opposition to an incumbent director. Shareholders who vote on the enclosed [COLOR] proxy card will also have the opportunity to vote for the candidates who have been nominated by the Company other than [_____]. Shareholders will therefore be able to vote for the total number of directors up for election at the Annual Meeting. Under applicable proxy rules we are required either to solicit proxies only for our Nominee, which could result in limiting the ability of shareholders to fully exercise their voting rights with respect to the Company’s nominees, or to solicit for our Nominee while also allowing shareholders to vote for fewer than all of the Company’s nominees, which enables a shareholder who desires to vote for the Nominee to also vote for certain of the Company’s nominees. The names, backgrounds and qualifications of the Company’s nominees, and other information about them, can be found in the Company’s proxy statement. In the event that the Nominee is elected, there can be no assurance that the Company nominees who get the most votes and are elected to the Board will choose to serve as on the Board with the Nominee if elected.

QUORUM; BROKER NON-VOTES; DISCRETIONARY VOTING

A quorum is the minimum number of shares of Common Stock that must be represented at a duly called meeting in person or by proxy in order to legally conduct business at the meeting under the Bylaws and Maryland Law. A majority of the outstanding shares of Common Stock, present or represented by proxy, constitutes a quorum for the transaction of business at the Annual Meeting.

Abstentions, withhold votes and “broker non-votes” are counted as shares present and entitled to vote for purposes of determining a quorum. However, if you hold your shares in street name and do not provide voting instructions to your broker, your shares will not be voted on any proposal on which your broker does not have discretionary authority to vote (a “broker non-vote”). Under applicable rules, your broker will not have discretionary authority to vote your shares at the Annual Meeting on any of the proposals.

If you are a shareholder of record, you must deliver your vote by mail, the Internet, by telephone or attend the Annual Meeting in order to be counted in the determination of a quorum.

VOTES REQUIRED FOR APPROVAL

Election of Directors ─ The Company has adopted a plurality vote standard for contested director elections. The ten directors receiving the highest number of affirmative votes will be elected as directors of the Company. Abstentions and broker non-votes are not considered votes cast for the foregoing purpose, and will have no effect on the election of the Nominee.

Ratification of Independent Auditors for 2022 ─ According to the Company’s proxy statement, in order for Ernst & Young LLP to be ratified as the Company’s independent auditors for 2022, the proposal must receive a majority of the votes cast at the Annual Meeting at which a quorum is present. Abstentions will have the same impact as a vote against this proposal. Broker non-votes will have no impact on the outcome of this vote.

Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers ─ According to the Company’s proxy statement, for the advisory vote on executive compensation to be approved, the proposal must receive a majority of the votes cast at the Annual Meeting at which a quorum is present. Abstentions will have the same impact as a vote against this proposal. Broker non-votes will have no impact on the outcome of this vote.

Under applicable Maryland law, none of the holders of Common Stock is entitled to appraisal rights in connection with any matter to be acted on at the Annual Meeting. If you sign and submit your [COLOR] proxy card without specifying how you would like your shares voted, your shares will be voted in accordance with Land & Buildings’ recommendations specified herein and in accordance with the discretion of the persons named on the [COLOR] proxy card with respect to any other matters that may be voted upon at the Annual Meeting.

REVOCATION OF PROXIES

You may change your vote or revoke your proxy at any time prior to its exercise by attending the Annual Meeting and voting in person (although attendance at the Annual Meeting will not in and of itself constitute revocation of a proxy), by voting again by telephone or through the Internet, by delivering a written notice of revocation, or by signing and delivering a subsequently dated proxy which is properly completed. A written notice of revocation may be delivered either to Land & Buildings in care of Saratoga at the address set forth on the back cover of this Proxy Statement or to the Company at 12700 Hill Country Blvd., Suite T-200, Austin, Texas 78738 or any other address provided by the Company. Although a revocation is effective if delivered to the Company, we request that either the original or photostatic copies of all revocations be mailed to Land & Buildings in care of Saratoga at the address set forth on the back cover of this Proxy Statement so that we will be aware of all revocations and can more accurately determine if and when proxies have been received from the holders of record on the Record Date of a majority of the outstanding shares of Common Stock. Additionally, Saratoga may use this information to contact shareholders who have revoked their proxies in order to solicit later dated proxies for the election of the Nominee.

IF YOU WISH TO VOTE FOR THE NOMINEE, PLEASE FOLLOW THE INSTRUCTIONS TO VOTE BY INTERNET OR BY TELEPHONE ON THE ENCLOSED [COLOR] PROXY CARD. ALTERNATIVELY, IF YOU DO NOT HAVE ACCESS TO THE INTERNET OR A TOUCH-TONE TELEPHONE, PLEASE SIGN, DATE AND RETURN THE ENCLOSED [COLOR] PROXY CARD TODAY IN THE POSTAGE-PAID ENVELOPE PROVIDED.

SOLICITATION OF PROXIES

The solicitation of proxies pursuant to this Proxy Statement is being made by Land & Buildings. Proxies may be solicited by mail, facsimile, telephone, telegraph, electronic mail, in person and by advertisements. Solicitations may also be made by certain of the respective directors, officers, members and employees of Land & Buildings, none of whom will, except as described elsewhere in this Proxy Statement, receive additional compensation for such solicitation. The Nominee may make solicitations of proxies but, except as described herein, will not receive compensation for acting as a director nominee.

Members of Land & Buildings have entered into an agreement with Saratoga for solicitation and advisory services in connection with this solicitation, for which Saratoga will receive a fee not to exceed $[_______], together with reimbursement for its reasonable out-of-pocket expenses, and will be indemnified against certain liabilities and expenses, including certain liabilities under the federal securities laws. Saratoga will solicit proxies from individuals, brokers, banks, bank nominees and other institutional holders. Land & Buildings has requested banks, brokerage houses and other custodians, nominees and fiduciaries to forward all solicitation materials to the beneficial owners of the shares of Common Stock they hold of record. Land & Buildings will reimburse these record holders for their reasonable out-of-pocket expenses in so doing. It is anticipated that Saratoga will employ approximately [___] persons to solicit shareholders for the Annual Meeting.

The entire expense of soliciting proxies is being borne by Land & Buildings. Land & Buildings estimates that through the date hereof its expenses in furtherance of, or in connection with, this solicitation are approximately $[_____]. Costs of this solicitation of proxies are currently estimated to be up to $[_______] (including, but not limited to, fees for attorneys, solicitors and other advisors, and other costs incidental to the solicitation). The actual amount could be higher or lower depending on the facts and circumstances arising in connection with the solicitation. Land & Buildings intends to seek reimbursement from the Company of all expenses it incurs in connection with this solicitation. Land & Buildings does not intend to submit the question of such reimbursement to a vote of security holders of the Company.

ADDITIONAL PARTICIPANT INFORMATION

The participants in the solicitation are L&B Capital, a Delaware limited partnership, L&B Opportunity, a Delaware limited liability company, L&B GP, a Delaware limited partnership, L&B Management, a Delaware limited liability company, L&B Total Return, a Delaware limited liability company, L&B Megatrend Fund (“L&B Megatrend”), a Cayman Islands company, Mr. Litt and the Nominee (each, a “Participant” and collectively, the “Participants”).

The address of the principal office of each of the Participants is 1 Landmark Square, 17th Floor, Stamford, Connecticut 06901.

The principal business of each of L&B Capital, L&B Opportunity, L&B Total Return and L&B Megatrend is serving as a private investment fund. The principal business of L&B GP is serving as the general partner of L&B Capital. The principal business of L&B Management is serving as the investment manager of each of L&B Capital, L&B Opportunity, L&B Total Return and L&B Megatrend and as the investment advisor of a certain managed account (the “Managed Account”). The principal occupation of Mr. Litt is serving as the managing principal of L&B Management.

As of the date hereof, L&B Capital directly owns 294,265 shares of Common Stock. As of the date hereof, L&B Opportunity directly owns 72,154 shares of Common Stock. As of the date hereof, 1,408,099 shares of Common Stock were held in the Managed Account. L&B GP, as the general partner of L&B Capital, may be deemed the beneficial owner of the 294,265 shares of Common Stock owned by L&B Capital. As of the date hereof, L&B Total Return directly owns 110,645 shares of Common Stock. As of the date hereof, L&B Megatrend directly owns 3,270 shares of Common Stock. L&B Management, as the investment manager of each of L&B Capital, L&B Opportunity, L&B Total Return and L&B Megatrend and as the investment advisor of the Managed Account, may be deemed the beneficial owner of an aggregate of 1,888,433 shares of Common Stock owned by L&B Capital, L&B Opportunity, L&B Total Return and L&B Megatrend and held in the Managed Account. Mr. Litt, as the managing principal of L&B Management, which is the investment manager of each of L&B Capital, L&B Opportunity, L&B Total Return and L&B Megatrend and the investment advisor of the Managed Account, may be deemed the beneficial owner of an aggregate of 1,888,433 shares of Common Stock owned by L&B Capital, L&B Opportunity, L&B Total Return and L&B Megatrend and held in the Managed Account.

The shares of Common Stock owned directly by L&B Capital, L&B Opportunity, L&B Total Return and L&B Megatrend and held in the Managed Account were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business).

For information regarding purchases and sales of securities of the Company during the past two years by certain of the Participants, see Schedule I.

L&B Management, as the investment manager of L&B Capital, L&B Opportunity, L&B Total Return and L&B Megatrend and the investment advisor of the Managed Account, is entitled to receive certain management fees and performance-related fees with respect to the shares of Common Stock owned by each of L&B Capital, L&B Opportunity, L&B Total Return and L&B Megatrend and held in the Managed Account. Mr. Litt, as the Managing Principal of L&B Management, is entitled to receive certain management fees and performance-related fees paid to L&B Management with respect to the shares of Common Stock owned by each of L&B Capital, L&B Opportunity, L&B Total Return and L&B Megatrend and held in the Managed Account

Except as otherwise set forth in this Proxy Statement (including the Schedules hereto), (i) during the past 10 years, no Participant has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); (ii) no Participant directly or indirectly beneficially owns any securities of the Company; (iii) no Participant owns any securities of the Company which are owned of record but not beneficially; (iv) no Participant has purchased or sold any securities of the Company during the past two years; (v) no part of the purchase price or market value of the securities of the Company owned by any Participant is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities; (vi) no Participant is, or within the past year was, a party to any contract, arrangements or understandings with any person with respect to any securities of the Company, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies; (vii) no associate of any Participant owns beneficially, directly or indirectly, any securities of the Company; (viii) no Participant owns beneficially, directly or indirectly, any securities of any parent or subsidiary of the Company; (ix) no Participant or any of his or its associates was a party to any transaction, or series of similar transactions, since the beginning of the Company’s last fiscal year, or is a party to any currently proposed transaction, or series of similar transactions, to which the Company or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $120,000; (x) no Participant or any of his or its associates has any arrangement or understanding with any person with respect to any future employment by the Company or its affiliates, or with respect to any future transactions to which the Company or any of its affiliates will or may be a party; (xi) no Participant has a substantial interest, direct or indirect, by securities holdings or otherwise in any matter to be acted on at the Annual Meeting; (xii) no Participant holds any positions or offices with the Company; (xiii) no Participant has a family relationship with any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer; and (xiv) no companies or organizations, with which any of the Participants has been employed in the past five years, is a parent, subsidiary or other affiliate of the Company. There are no material proceedings to which any Participant or any of his or its associates is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries. With respect to each of the Participants, none of the events enumerated in Item 401(f)(1)-(8) of Regulation S-K of the Exchange Act occurred during the past 10 years.

CERTAIN OTHER MATTERS

Land & Buildings is unaware of any other matters to be considered at the Annual Meeting. However, should other matters, which Land & Buildings is not aware of a reasonable time before this solicitation, be brought before the Annual Meeting, the persons named as proxies on the enclosed [COLOR] proxy card will vote on such matters in their discretion.

Some banks, brokers and other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports. This means that only one copy of this Proxy Statement may have been sent to multiple shareholders in your household. We will promptly deliver a separate copy of the document to you if you contact our proxy solicitor, Saratoga, at the following address or phone number: 520 8th Avenue, 14th Floor, New York, New York 10018 or call toll free at (888) 368-0379. If you want to receive separate copies of our proxy materials in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your bank, broker or other nominee record holder, or you may contact our proxy solicitor at the above address or phone number.

The information concerning the Company and the proposals in the Company’s proxy statement contained in this Proxy Statement has been taken from, or is based upon, publicly available documents on file with the SEC and other publicly available information. Although we have no knowledge that would indicate that statements relating to the Company contained in this Proxy Statement, in reliance upon publicly available information, are inaccurate or incomplete, to date we have not had access to the books and records of the Company, were not involved in the preparation of such information and statements and are not in a position to verify such information and statements. All information relating to any person other than the Participants is given only to the knowledge of Land & Buildings.

This Proxy Statement is dated [___________], 2022. You should not assume that the information contained in this Proxy Statement is accurate as of any date other than such date, and the mailing of this Proxy Statement to shareholders shall not create any implication to the contrary.

SHAREHOLDER PROPOSALS

According to the Company’s proxy statement, any shareholder proposal intended for inclusion in the Company’s proxy materials for the 2023 Annual Meeting must be received by the Company no later than December 31, 2022. To be eligible for inclusion, the proposal must be received by the Corporate Secretary at the Company’s principal executive offices at 12700 Hill Country Blvd., Suite T-200, Austin, Texas.

According to the Company’s proxy statement, the Nominating and Corporate Governance Committee will consider appropriate nominees for director whose names are submitted in writing by a holder of the Company’s Common Stock. Nominations must be addressed to the Chair of the Nominating and Corporate Governance Committee, c/o American Campus Communities, Inc., 12700 Hill Country Blvd., Suite T-200, Austin, Texas 78738, indicating the nominee’s qualification and other relevant biographical information and providing confirmation of the nominee’s consent to serve as director. In order to be considered for the next annual election of directors, any such written request must comply with the requirements set forth in the Bylaws. Under the Bylaws, such request must be delivered to the Corporate Secretary at the Company’s principal executive offices at 12700 Hill Country Blvd., Suite T-200, Austin, Texas no earlier than Tuesday, November 15, 2022 and no later than Thursday, December 15, 2022.

The information set forth above regarding the procedures for submitting shareholder proposals for consideration at the 2023 Annual Meeting is based on information contained in the Company’s proxy statement. The incorporation of this information in this proxy statement should not be construed as an admission by Land & Buildings that such procedures are legal, valid or binding.

ADDITIONAL INFORMATION

WE HAVE OMITTED FROM THIS PROXY STATEMENT CERTAIN DISCLOSURE REQUIRED BY APPLICABLE LAW THAT IS EXPECTED TO BE INCLUDED IN THE COMPANY’S PROXY STATEMENT RELATING TO THE ANNUAL MEETING BASED ON RELIANCE ON RULE 14A-5(C). THIS DISCLOSURE IS EXPECTED TO INCLUDE, AMONG OTHER THINGS, CURRENT BIOGRAPHICAL INFORMATION ON THE COMPANY’S DIRECTORS, INFORMATION CONCERNING EXECUTIVE COMPENSATION, SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE OF THE COMPANY’S DIRECTORS, RELATED PERSON TRANSACTIONS AND GENERAL INFORMATION CONCERNING THE COMPANY’S ADMINISTRATION AND INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. SEE SCHEDULE II FOR INFORMATION REGARDING PERSONS WHO BENEFICIALLY OWN MORE THAN 5% OF THE SHARES AND THE OWNERSHIP OF THE SHARES BY THE DIRECTORS AND MANAGEMENT OF THE COMPANY.

SCHEDULE I

TRANSACTIONS IN SECURITIES OF the Company
DURING THE PAST TWO YEARS

LAND & BUILDINGS CAPITAL GROWTH FUND, LP

LAND & BUILDINGS INVESTMENT MANAGEMENT, LLC

(Through the Managed Account)

L&B OPPORTUNITY FUND, LLC

L&B MEGATREND FUND

L&B TOTAL RETURN FUND LLC

COREY LORINSKY

_______________

¹ Represents a short sale.

² Represents a purchase to cover a short position.

SCHEDULE II

The following table is reprinted from the Company’s proxy statement filed with
the Securities and Exchange Commission on March 15, 2022.

SECURITY OWNERSHIP

The following table sets forth the number of all shares of common stock beneficially owned by each director, by each executive officer, by each person known to beneficially own 5% or more of the Company’s outstanding common stock, and by all directors and executive officers as a group on March 1, 2022 unless otherwise indicated in the footnotes. Each of the following persons and members of the group had sole voting power and sole dispositive power with respect to the shares shown unless otherwise indicated in the footnotes. Unless otherwise indicated, the address of each named person is c/o American Campus Communities, Inc., 12700 Hill Country Blvd., Suite T-200, Austin, Texas 78738.

IMPORTANT

Tell your Board what you think! Your vote is important. No matter how many shares of Common Stock you own, please give Land & Buildings your proxy “FOR” the Nominee and in accordance with Land & Buildings’ recommendations on the other proposals on the agenda for the Annual Meeting by using one of the following methods to vote:

Due to ongoing delays in the postal system, we are encouraging shareholders to submit their proxies electronically (by Internet or by telephone) if possible.

If any of your shares of Common Stock are held in the name of a brokerage firm, bank, bank nominee or other institution, only it can vote such shares of Common Stock and only upon receipt of your specific instructions. Depending upon your broker or custodian, you may be able to vote either by toll-free telephone or by the Internet. Please refer to the enclosed voting form for instructions on how to vote electronically. You may also vote by signing, dating and returning the enclosed [COLOR] voting instruction form.

If you have any questions or require any additional information concerning this Proxy Statement, please contact Saratoga at the address or phone number set forth below.

COLOR PROXY CARD

PRELIMINARY COPY SUBJECT TO COMPLETION
DATED MARCH 25, 2022

AMERICAN CAMPUS COMMUNITIES, INC.

2022 ANNUAL MEETING OF SHAREHOLDERS

THIS PROXY IS SOLICITED ON BEHALF OF LAND & BUILDINGS CAPITAL GROWTH FUND, LP, AND THE OTHER PARTICIPANTS IN ITS SOLICITATION

THE BOARD OF DIRECTORS OF AMERICAN CAMPUS COMMUNITIES, INC.
IS NOT SOLICITING THIS PROXY

P          R          O          X          Y

The undersigned appoints Jonathan Litt, Craig Melcher and John Ferguson, and each of them, attorneys and agents with full power of substitution to vote all shares of common stock, $0.01 par value per share (the “Common Stock”), of American Campus Communities, Inc. (the “Company”), which the undersigned would be entitled to vote if personally present at the 2022 Annual Meeting of Shareholders of the Company scheduled to be held on _________ at 8:00 a.m., Central Standard Time, at 12700 Hill Country Blvd., Suite T-200, Austin, Texas (including any adjournments or postponements thereof and any meeting called in lieu thereof, the “Annual Meeting”).

The undersigned hereby revokes any other proxy or proxies heretofore given to vote or act with respect to the shares of Common Stock held by the undersigned, and hereby ratifies and confirms all action the herein named attorneys and proxies, their substitutes, or any of them may lawfully take by virtue hereof. If properly executed, this Proxy will be voted as directed on the reverse and in the discretion of the herein named attorneys and proxies or their substitutes with respect to any other matters as may properly come before the Annual Meeting that are unknown to Land & Buildings Capital Growth Fund, LP (“Land & Buildings”), a reasonable time before this solicitation.

IF NO DIRECTION IS INDICATED WITH RESPECT TO THE PROPOSALS ON THE REVERSE, THIS PROXY WILL BE VOTED “FOR” THE NOMINEE IN PROPOSAL 1, “FOR” PROPOSAL 2 AND [“FOR”/”AGAINST”/”ASBSTAIN” ON] PROPOSAL 3.

This Proxy will be valid until the completion of the Annual Meeting. This Proxy will only be valid in connection with Land & Buildings’ solicitation of proxies for the Annual Meeting.

IMPORTANT: PLEASE VOTE VIA THE INTERNET, TELEPHONE OR BY SIGNING, DATING AND MAILING THIS PROXY CARD PROMPTLY!

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

COLOR PROXY CARD

[X] Please mark vote as in this example

LAND & BUILDINGS STRONGLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE NOMINEE IN PROPOSAL 1. LAND & BUILDINGS [MAKES NO RECOMMENDATION] WITH RESPECT TO PROPOSAL 2 AND PROPOSAL 3.

Land & Buildings does not expect that the Nominee will be unable to stand for election, but, in the event the Nominee is unable to serve or for good cause will not serve, the shares of Common Stock represented by this proxy card will be voted for substitute nominee(s), to the extent this is not prohibited under the Bylaws and applicable law. In addition, Land & Buildings has reserved the right to nominate substitute person(s) if the Company makes or announces any changes to the Bylaws or takes or announces any other action that has, or if consummated would have, the effect of disqualifying the Nominee, to the extent this is not prohibited under the Bylaws and applicable law. In any such case, we would identify and properly nominate such substitute nominee(s) in accordance with the Bylaws and shares of Common Stock represented by this proxy card will be voted for such substitute nominee(s).

Land & Buildings intends to use this proxy to vote “FOR ALL” nominees, including the Nominee and the candidates who have been nominated by the Company other than [______], for whom Land & Buildings is not seeking authority to vote for and will not exercise any such authority. The names, backgrounds and qualifications of the candidates who have been nominated by the Company, and other information about them, can be found in the Company’s proxy statement. There is no assurance that any of the candidates who have been nominated by the Company will serve as directors if our Nominee is elected.

NOTE: If you do not wish for your shares to be voted “FOR” a particular nominee, mark the “FOR ALL EXCEPT” box above and write the name(s) of the nominee(s) you do not support on the line below. Your shares of Common Stock will be voted for the remaining nominee(s).

DATED: ____________________________

____________________________________
(Signature)

____________________________________
(Signature, if held jointly)

____________________________________
(Title)

Please sign exactly as your name(s) appear(s) on stock certificates or on the label affixed hereto. When signing as attorney, executor, administrator or other fiduciary, please give full title as such. Joint owners must each sign personally. ALL HOLDERS MUST SIGN. If a corporation or partnership, please sign in full corporate or partnership name by an authorized officer and give full title as such.