SEC Form 4 · accession 0001104659-17-046548

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

Jul 20, 2017

Accepted (ET)

Jul 24, 2017 · 5:02 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
Employee Stock Option (right to buy)^F2,F3	$23.20	Jul 20, 2017	D	33,390	D	—	Jun 17, 2024	Class B Common Stock	33,390	0	D
Employee Stock Option (right to buy)^F2,F3	$17.44	Jul 20, 2017	A	33,390	A	—	Jun 17, 2024	Class B Common Stock	33,390	33,390	D
Employee Stock Option (right to buy)^F4,F3	$23.20	Jul 20, 2017	D	2,671	D	—	Jun 17, 2024	Class B Common Stock	2,671	0	D
Employee Stock Option (right to buy)^F4,F3	$17.44	Jul 20, 2017	A	2,671	A	—	Jun 17, 2024	Class B Common Stock	2,671	2,671	D
Employee Stock Option (right to buy)^F5,F3	$23.20	Jul 20, 2017	D	2,686	D	—	Mar 4, 2025	Class B Common Stock	2,686	0	D
Employee Stock Option (right to buy)^F5,F3	$17.44	Jul 20, 2017	A	2,686	A	—	Mar 4, 2025	Class B Common Stock	2,686	2,686	D
Employee Stock Option (right to buy)^F6,F3	$23.24	Jul 20, 2017	D	2,075	D	—	May 2, 2026	Class B Common Stock	2,075	0	D
Employee Stock Option (right to buy)^F6,F3	$17.44	Jul 20, 2017	A	2,075	A	—	May 2, 2026	Class B Common Stock	2,075	2,075	D

Explanation of responses

F1The transactions reported herein reflect a one-time stock option repricing (the "Option Repricing") that became effective on July 20, 2017. Pursuant to the Option Repricing, the exercise price of each "Relevant Option" (any stock option awarded by Laureate Education, Inc. (the "Company") between October 2, 2013 and December 31, 2016 (inclusive)) has been amended to reduce such exercise price to $17.44, which was the average closing price of a share of the Company's Class A common stock, par value $0.004 per share ("Class A Common Stock") as reported on the Nasdaq Global Select Market over the twenty (20) calendar days preceding July 20, 2017. There have been no other changes to the terms of the Relevant Options.
F220,034 of these options are exerciseable immediately. Subject to the reporting person's continued employment by the Company, (A) 20% of these options will become exercisable on December 31, 2017 and (B) 20% of these options will become exercisable on December 31, 2018.
F3Each share of the Company's Class B common stock, par value $0.004 per share ("Class B Common Stock") is convertible into one share of 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.
F41,602 of these options are exerciseable immediately. Subject to the reporting person's continued employment by the Company, (A) 20% of these options will become vested and exercisable if the Company achieves the applicable Equity Value Target (as defined below) with respect to fiscal year 2017, and (B) 20% of these options will become vested and exercisable if the Company achieves the applicable Equity Value Target with respect to fiscal year 2018.
F51,074 of these options are exerciseable immediately. Subject to the reporting person's continued employment by the Company, (A) 20% of these options will become vested and exercisable if the Company achieves the applicable equity value target determined pursuant to the Company's 2013 Long-Term Incentive Plan, as amended (the "Equity Value Target"), with respect to fiscal year 2017, (B) 20% of these options will become vested and exercisable if the Company achieves the applicable Equity Value Target with respect to fiscal year 2018, and (C) 20% of these options will become vested and exercisable if the Company achieves the applicable Equity Value Target with respect to fiscal year 2019.
F6691 of these options are exerciseable immediately. Subject to the reporting person's continued employment by the Company, (A) one-third (1/3) of these options will become exercisable on December 31, 2017, and (B) one-third (1/3) of these options will become exercisable on December 31, 2018.