SEC Form 4 · accession 0001104659-17-046552
LAUREATE EDUCATION, INC. · LAUR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Tal Darmon
Officer — Chief Accounting Officer
Period of report
Jul 20, 2017
Accepted (ET)
Jul 24, 2017 · 5:04 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 | 2,195 | D | — | Oct 2, 2023 | Class B Common Stock | 2,195 | 0 | D |
| Employee Stock Option (right to buy)F2,F3 | $17.44 | Jul 20, 2017 | A | 2,195 | A | — | Oct 2, 2023 | Class B Common Stock | 2,195 | 2,195 | D |
| Employee Stock Option (right to buy)F4,F3 | $23.20 | Jul 20, 2017 | D | 2,972 | D | — | Jul 10, 2024 | Class B Common Stock | 2,972 | 0 | D |
| Employee Stock Option (right to buy)F4,F3 | $17.44 | Jul 20, 2017 | A | 2,972 | A | — | Jul 10, 2024 | Class B Common Stock | 2,972 | 2,972 | D |
| Employee Stock Option (right to buy)F5,F3 | $23.20 | Jul 20, 2017 | D | 3,247 | D | — | Mar 4, 2025 | Class B Common Stock | 3,247 | 0 | D |
| Employee Stock Option (right to buy)F5,F3 | $17.44 | Jul 20, 2017 | A | 3,247 | A | — | Mar 4, 2025 | Class B Common Stock | 3,247 | 3,247 | D |
| Employee Stock Option (right to buy)F6,F3 | $23.24 | Jul 20, 2017 | D | 1,622 | D | — | May 2, 2026 | Class B Common Stock | 1,622 | 0 | D |
| Employee Stock Option (right to buy)F6,F3 | $17.44 | Jul 20, 2017 | A | 1,622 | A | — | May 2, 2026 | Class B Common Stock | 1,622 | 1,622 | 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.
- F21,756 of these options are exerciseable immediately. Subject to the reporting person's continued employment by the Company, 20% of these options will become exercisable on December 31, 2017.
- 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.
- F41,783 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.
- F51,299 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, (B) 20% of these options will become exercisable on December 31, 2018, and (C) 20% of these options will become exercisable on December 31, 2019.
- F6540 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.