SEC Form 4 · accession 0001104659-17-046601
LAUREATE EDUCATION, INC. · LAUR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Saric Ruldolf Christopher Hoehn
Director · 10% Owner
Period of report
Jul 20, 2017
Accepted (ET)
Jul 24, 2017 · 8:42 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,F7,F3,F4 | $23.20 | Jul 20, 2017 | D | 756,368 | D | — | Oct 2, 2023 | Class B Common Stock | 756,368 | 0 | I |
| Employee Stock Option (right to buy)F2,F7,F3,F4 | $17.44 | Jul 20, 2017 | A | 756,368 | A | — | Oct 2, 2023 | Class B Common Stock | 756,368 | 573,008 | I |
| Employee Stock Option (right to buy)F2,F7,F5,F6,F4 | $23.36 | Jul 20, 2017 | D | 114,790 | D | — | Oct 25, 2026 | Class B Common Stock | 114,790 | 0 | I |
| Employee Stock Option (right to buy)F2,F7,F6,F4 | $17.44 | Jul 20, 2017 | A | 114,790 | A | — | Oct 25, 2026 | Class B Common Stock | 114,790 | 0 | I |
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.
- F2Pursuant to an agreement (the "Founders' Agreement") among Mr. 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 the Issuer. Each Sterling Founder controls the voting and disposition of the securities allocable to such Sterling Founder.
- F3Represents an option to purchase shares of Class B Common Stock issued to Douglas L. Becker. The option is vested with respect to 641,764 of the underlying shares of the Company's Class B common stock, par value $0.004 per share ("Class B Common Stock"), and will vest with respect to an additional 114,601 of such shares on December 31, 2017.
- F4Each share of 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.
- F5The exercise price of this stock option was previously reported as $23.26.
- F6The option will vest with respect to 114,790 of the underlying shares of Class B Common Stock on June 17, 2018.
- F7The 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.