SEC Form 4 · accession 0001127602-17-028994
LAUREATE EDUCATION, INC. · LAUR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Enderson Guimaraes
Officer — See Remarks
Period of report
Sep 29, 2017
Accepted (ET)
Oct 3, 2017 · 5:01 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF2,F1 | — | Sep 29, 2017 | M | 73,437 | D | Sep 29, 2017 | — | Class B Common Stock | 73,437 | 0 | D |
| Class B Common StockF3,F2 | — | Sep 29, 2017 | M | 73,437 | A | — | — | Class A Common Stock | 73,437 | 73,437 | D |
| Class B Common StockF4,F3 | — | Sep 29, 2017 | F | 30,807 | D | — | — | Class A Common Stock | 30,807 | 42,630 | D |
Explanation of responses
- F1Each Restricted Stock Unit ("RSU") represents the right to receive one share of Class B Common Stock ("Class B Common Stock") of Laureate Education, Inc. (the "Company").
- F2As previously reported in the Company's Filing 8-K filed on March 28, 2017, the Reporting Person entered into a Separation Agreement with the Company (a copy of which was attached to the Company's filing 10-k filed on May 11, 2017) (the "Separation Agreement"). Pursuant to the terms of the Separation Agreement, vesting of the Reporting Person's RSUs was accelerated as of the Reporting Person's last day of employment by the Company. The Reporting Person's Employment terminated as of September 30, 2017. As this date was a Saturday, the RSUs vested as of the immediately prior business day, September 29, 2017 (the "Separation Date"). As of the Separation Date, the Reporting Person owned 73,437 RSUs.
- F3Each share of Class B Common Stock of Laureate Education, Inc. (the "Company") is convertible into one share of Class A Common Stock of the Company upon the election of the holder or upon transfer, subject to the terms of the Company's Amended and Restated Certificate of Incorporation.
- F4On the trading day immediately prior to the Separation Date, the closing price of one share of the Company's Class A Common Stock traded on the NASDAQ Stock Exchange was $14.55. On September 29, 2017, 30,807 shares of the Company's Class B Common Stock otherwise issuable upon the vesting of the RSUs were forfeited to pay the applicable withholding taxes due in connection with the RSUs' vesting.
Remarks
As previously reported on Form 8-K filed on March 28, 2017, the Reporting Person's employment as President and Chief Operating Officer of Laureate Education, Inc. terminated effective March 23, 2017.