SEC Form 4 · accession 0001104659-17-046559
LAUREATE EDUCATION, INC. · LAUR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Alfonso Martinez
Officer — See Remarks
Period of report
Jul 20, 2017
Accepted (ET)
Jul 24, 2017 · 5:06 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 | 7,000 | D | — | Oct 2, 2023 | Class B Common Stock | 7,000 | 0 | D |
| Employee Stock Option (right to buy)F2,F3 | $17.44 | Jul 20, 2017 | A | 7,000 | A | — | Oct 2, 2023 | Class B Common Stock | 7,000 | 7,000 | D |
| Employee Stock Option (right to buy)F4,F3 | $23.20 | Jul 20, 2017 | D | 7,000 | D | — | Oct 2, 2023 | Class B Common Stock | 7,000 | 0 | D |
| Employee Stock Option (right to buy)F4,F3 | $17.44 | Jul 20, 2017 | A | 7,000 | A | — | Oct 2, 2023 | Class B Common Stock | 7,000 | 7,000 | D |
| Employee Stock Option (right to buy)F5,F3 | $23.20 | Jul 20, 2017 | D | 2,927 | D | — | Jul 10, 2024 | Class B Common Stock | 2,927 | 0 | D |
| Employee Stock Option (right to buy)F5,F3 | $17.44 | Jul 20, 2017 | A | 2,927 | A | — | Jul 10, 2024 | Class B Common Stock | 2,927 | 2,927 | D |
| Employee Stock Option (right to buy)F6,F3 | $23.20 | Jul 20, 2017 | D | 1,463 | D | — | Jul 10, 2024 | Class B Common Stock | 1,463 | 0 | D |
| Employee Stock Option (right to buy)F6,F3 | $17.44 | Jul 20, 2017 | A | 1,463 | A | — | Jul 10, 2024 | Class B Common Stock | 1,463 | 1,463 | D |
| Employee Stock Option (right to buy)F7,F3 | $23.20 | Jul 20, 2017 | D | 2,943 | D | — | Mar 4, 2025 | Class B Common Stock | 2,943 | 0 | D |
| Employee Stock Option (right to buy)F7,F3 | $17.44 | Jul 20, 2017 | A | 2,943 | A | — | Mar 4, 2025 | Class B Common Stock | 2,943 | 2,943 | D |
| Employee Stock Option (right to buy)F8,F3 | $23.20 | Jul 20, 2017 | D | 1,471 | D | — | Mar 4, 2025 | Class B Common Stock | 1,471 | 0 | D |
| Employee Stock Option (right to buy)F8,F3 | $17.44 | Jul 20, 2017 | A | 1,471 | A | — | Mar 4, 2025 | Class B Common Stock | 1,471 | 1,471 | D |
| Employee Stock Option (right to buy)F9,F3 | $23.24 | Jul 20, 2017 | D | 1,900 | D | — | May 2, 2026 | Class B Common Stock | 1,900 | 0 | D |
| Employee Stock Option (right to buy)F9,F3 | $17.44 | Jul 20, 2017 | A | 1,900 | A | — | May 2, 2026 | Class B Common Stock | 1,900 | 1,900 | 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.
- F25,600 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.
- F45,600 of these options are exerciseable immediately. Subject to the reporting person's continued employment by the Company, 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.
- F51,756 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.
- F6876 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 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.
- F71,177 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.
- F8588 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 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.
- F9633 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.
Remarks
The reporting person's employment as Chief Human Resources Officer of the Company terminated effective May 31, 2017.