SEC Form 4 · accession 0001104659-18-049552
Strategic Education, Inc. · STRA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
J Kevin Gilligan
Officer — Executive Vice Chairman · Director
Period of report
Aug 1, 2018
Accepted (ET)
Aug 3, 2018 · 5:21 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001013934
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Aug 1, 2018 | A | 138,594 | $0.00 | A | 138,594 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F2 | $74.75 | Aug 1, 2018 | A | 29,684 | A | — | Feb 18, 2025 | Common Stock | 29,684 | 29,684 | D |
| Employee Stock Option (right to buy)F3 | $51.96 | Aug 1, 2018 | A | 59,312 | A | — | Feb 21, 2026 | Common Stock | 59,312 | 59,312 | D |
| Employee Stock Option (right to buy)F4 | $87.66 | Aug 1, 2018 | A | 35,268 | A | — | Feb 27, 2027 | Common Stock | 35,268 | 35,268 | D |
Explanation of responses
- F1Includes 22,318 restricted stock units that were acquired in exchange for restricted stock units of Capella Education Company ("Capella") and 116,276 shares of common stock that were acquired in exchange for Capella common stock in connection with the merger of a subsidiary of Strategic Education, Inc. ("SEI") with and into Capella (the "Merger"). The Capella awards and common stock were exchanged into SEI awards and common stock at an exchange ratio of 0.875 shares of SEI common stock for each share of Capella common stock.
- F2Received in the Merger in exchange for an employee stock option to acquire 33,925 shares of Capella common stock at an exercise price of $65.40 per share. This option provided for vesting in four equal annual installments beginning February 19, 2016.
- F3Received in the Merger in exchange for an employee stock option to acquire 67,786 shares of Capella common stock at an exercise price of $45.46 per share. This option provided for vesting in four equal annual installments beginning February 22, 2017.
- F4Received in the Merger in exchange for an employee stock option to acquire 40,307 shares of Capella common stock at an exercise price of $76.70 per share. This option provided for vesting in four equal annual installments beginning February 27, 2018.