SEC Form 4 · accession 0001104659-17-024681
LAUREATE EDUCATION, INC. · LAUR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Douglas L Becker
Officer — Chairman & CEO · Director · 10% Owner
Period of report
Apr 17, 2017
Accepted (ET)
Apr 19, 2017 · 9:52 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,F3 | — | Apr 17, 2017 | M | 36,253 | D | — | — | Class B Common Stock | 36,253 | 36,253 | D |
| Class B Common StockF2,F6,F4,F3 | — | Apr 17, 2017 | M | 36,253 | A | — | — | Class A Common Stock | 36,253 | 104,680 | D |
| Class B Common StockF4,F5,F2,F6 | — | Apr 17, 2017 | F | 15,209 | D | — | — | Class A Common Stock | 15,209 | 89,471 | D |
Explanation of responses
- F1Each Performance Share Units ("PSUs") represents the right to receive one share of Class B Common Stock ("Class B Common Stock") of Laureate Education, Inc. ("Laureate").
- F2Pursuant to an agreement (the "Founders' Agreement") among Douglas L. Becker, Steven M. Taslitz, R. Christopher Hoehn-Saric and one other founder of Sterling (the "Sterling Founders"), the Sterling Founders share equally, on a net after-tax basis, in certain equity securities they receive in connection with services rendered by any of them to certain entities, including Laureate. Each Sterling Founder controls the voting and disposition of the securities allocable to such Sterling Founder. In light of the Founders' Agreement, each of Messrs. Taslitz and Hoehn-Saric may be deemed to indirectly beneficially own a portion of the shares of Class B Common Stock issued upon the conversion of the PSUs and has made a separate Form 4 filing with respect to the issuance of such shares of Class B Common Stock.
- F3On October 2, 2013, the reporting person was granted 181,265 PSUs, vesting in five equal tranches dependent upon Laureate achieving the applicable Equity Value Target as set forth in the applicable Performance Share Units Notice. 36,253 PSUs vested on April 17, 2017 (the "Vesting Date").
- F4Each share of Class B Common Stock is convertible into one share of Class A Common Stock ("Class A Common Stock") of Laureate upon the election of the holder or upon transfer, subject to the terms of Laureate's Amended and Restated Certificate of Incorporation.
- F5On the trading day immediately prior to the Vesting Date, the closing price of one share of Class A Common Stock traded on the NASDAQ Stock Exchange was $14.60. On April 17, 2017, 15,209 shares of 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.
- F6The reporting person disclaims beneficial ownership of the securities reported herein, except to the extent of the reporting person's pecuniary interest therein. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership by the reporting person of any securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise.