SEC Form 4 · accession 0001104659-17-024561
LAUREATE EDUCATION, INC. · LAUR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Karl D. Salnoske
Officer — Chief Information Officer
Period of report
Apr 17, 2017
Accepted (ET)
Apr 19, 2017 · 6:05 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000912766
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Share UnitsF2,F1 | — | Apr 17, 2017 | M | 421 | D | — | — | Class B Common Stock | 421 | 842 | D |
| Performance Share UnitsF3,F1 | — | Apr 17, 2017 | M | 844 | D | — | — | Class B Common Stock | 844 | 1,266 | D |
| Class B Common StockF2,F3,F4 | — | Apr 17, 2017 | M | 1,265 | A | — | — | Class B Common Stock | 1,265 | 2,466 | D |
| Class B Common StockF5,F4 | — | Apr 17, 2017 | F | 419 | D | — | — | Class A Common Stock | 419 | 2,047 | D |
Explanation of responses
- F1Each Performance Share Unit ("PSU") represents the right to receive one share of Class B Common Stock ("Class B Common Stock") of Laureate Education, Inc. (the "Company").
- F2As previously reported in footnote 6 on the Form 3 filed by the reporting person with the U.S. Securities and Exchange Commission (the "SEC") on January 31, 2017, 421 PSUs vested on April 17, 2017 (the "Vesting Date") upon the achievement by the Company of the applicable Equity Value Target with respect to fiscal year 2016. Subject to the reporting person's continued employment with the Company, an additional 842 PSUs are eligible to vest in equal tranches of 421 PSUs if the Company achieves the applicable Equity Value Target with respect to fiscal years 2017 and 2018.
- F3As previously reported in footnote 7 on the Form 3 filed by the reporting person with the SEC on January 31, 2017, 844 PSUs vested on the Vesting Date upon the achievement by the Company of the applicable Equity Value Targets with respect to fiscal years 2015 and 2016 (both as determined after publication of the fiscal year 2016 audited financials). Subject to the reporting person's continued employment with the Company, an additional 1,266 PSUs are eligible to vest in equal tranches of 422 PSUs if the Company achieves the applicable Equity Value Target with respect to fiscal years 2017, 2018 and 2019.
- F4Each share of the Company's Class B Common Stock is convertible into one share of the Company's Class A Common Stock ("Class A Common Stock") upon the election of the holder or upon transfer, subject to the terms of the Company's Amended and Restated Certificate of Incorporation.
- F5On the trading day immediately prior to the Vesting Date, the closing price of one share of the Company's Class A Common Stock traded on the NASDAQ Stock Exchange was $14.60. On April 17, 2017, 419 shares of the Company's Class B Common Stock otherwise issuable upon the vesting of the PSUs were forfeited to pay the applicable withholding taxes due in connection with the PSUs' vesting.