SEC Form 4 · accession 0001209191-18-045150
CAPELLA EDUCATION CO · CPLA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Richard P Senese
Officer — President, Capella University
Period of report
Aug 1, 2018
Accepted (ET)
Aug 3, 2018 · 8:39 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001104349
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Aug 1, 2018 | D | 3,083 | — | D | 0 | 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)F3 | $64.99 | Aug 1, 2018 | D | 169 | D | — | Feb 19, 2024 | Common Stock | 169 | 0 | D |
| Employee Stock Option (right to buy)F4 | $65.40 | Aug 1, 2018 | D | 967 | D | — | Feb 18, 2025 | Common Stock | 967 | 0 | D |
| Employee Stock Option (right to buy)F5 | $45.46 | Aug 1, 2018 | D | 1,963 | D | — | Feb 21, 2026 | Common Stock | 1,963 | 0 | D |
| Employee Stock Option (right to buy)F6 | $76.70 | Aug 1, 2018 | D | 2,514 | D | — | Feb 27, 2027 | Common Stock | 2,514 | 0 | D |
Explanation of responses
- F1Each share of common stock of Capella Education Company ("Capella") reported as disposed of herein was cancelled and converted into the right to receive 0.875 shares of Strategic Education, Inc. (the "Exchange Ratio") at the effective time of the merger pursuant to that certain Agreement and Plan of Merger, dated as of October 29, 2017, by and among Strayer Education, Inc. (which was renamed "Strategic Education, Inc." on August 1, 2018), Capella and Sarg Sub Inc. ("Merger Sub"), whereby the parties thereto effected the merger of Capella into Merger Sub to become a wholly owned subsidiary of Strayer Education, Inc. (the "Merger"). No additional consideration was received in connection with the disposition of such securities.
- F2Includes 2,863 restricted stock unit awards to acquire common stock of Capella ("Capella RSUs"), 451 of which were due to vest on February 22, 2019, 620 of which were due to vest on February 27, 2020, and 1,792 were due to vest on February 26, 2022. Pursuant to the Merger Agreement, each Capella RSU was disposed of in exchange for a number of restricted stock unit awards to acquire common stock of Strategic Education, Inc. ("Strategic RSUs") based on the Exchange Ratio. The Strategic RSUs will be subject to substantially the same terms and conditions of the Capella RSUs. No additional consideration was received in connection with the disposition of such securities.
- F3This option provided for vesting in four equal annual installments beginning February 20, 2015, of which 169 shares remained unexercised. Pursuant to the Merger Agreement, each unexercised option was disposed of in exchange for options to acquire a number of Strategic Education, Inc.'s common stock ("Strategic common stock") shares based on the Exchange Ratio with an exercise price per share of Strategic common stock equal to the exercise price per share of the Capella stock options divided by the Exchange Ratio. No additional consideration was received in connection with the disposition of such securities.
- F4This option provided for vesting in four equal annual installments beginning February 19, 2016, of which 967 shares remained unexercised. Pursuant to the Merger Agreement, each unexercised option was disposed of in exchange for options to acquire a number of Strategic common stock shares based on the Exchange Ratio with an exercise price per share of Strategic common stock equal to the exercise price per share of the Capella stock options divided by the Exchange Ratio. No additional consideration was received in connection with the disposition of such securities.
- F5This option provided for vesting in four equal annual installments beginning February 22, 2017, of which 1,963 shares remained unexercised. Pursuant to the Merger Agreement, each unexercised option was disposed of in exchange for options to acquire a number of Strategic common stock shares based on the Exchange Ratio with an exercise price per share of Strategic common stock equal to the exercise price per share of the Capella stock options divided by the Exchange Ratio. No additional consideration was received in connection with the disposition of such securities.
- F6This option provided for vesting in four equal annual installments beginning February 27, 2018, of which 2,514 shares remained unexercised. Pursuant to the Merger Agreement, each unexercised option was disposed of in exchange for options to acquire a number of Strategic common stock shares based on the Exchange Ratio with an exercise price per share of Strategic common stock equal to the exercise price per share of the Capella stock options divided by the Exchange Ratio. No additional consideration was received in connection with the disposition of such securities.