SEC Form 4 · accession 0001127602-18-013840
LAUREATE EDUCATION, INC. · LAUR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Eilif Serck-Hanssen
Officer — Chief Executive Officer · Director
Period of report
Mar 30, 2018
Accepted (ET)
Apr 3, 2018 · 5:51 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000912766
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | Mar 30, 2018 | C | 5,995 | $0.00 | A | 57,920 | D | |
| Class A Common Stock | Mar 30, 2018 | A | 14,484 | $0.00 | A | 72,404 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Share UnitsF2,F3 | — | Mar 30, 2018 | M | 11,515 | D | — | — | Class B Common Stock | 11,515 | 0 | D |
| Class B Common StockF4,F3 | — | Mar 30, 2018 | M | 11,515 | A | — | — | Class A Common Stock | 11,515 | 63,833 | D |
| Class B Common StockF4,F5 | — | Mar 30, 2018 | F | 5,520 | D | — | — | Class A Common Stock | 5,520 | 58,313 | D |
| Class B Common StockF4 | — | Mar 30, 2018 | C | 5,995 | D | — | — | Class A Common Stock | 5,995 | 52,318 | D |
| Employee Stock Option (Right to Buy)F6,F7 | $17.44 | Mar 30, 2018 | A | 14,561 | A | — | Oct 2, 2023 | Class B Common Stock | 14,561 | 254,776 | D |
Explanation of responses
- F1On June 14, 2017, the reporting person was granted 62,500 Performance Share Units issueable as shares of Laureate Class A Common Stock of Laureate Education, Inc. (the "Company") ("Class A PSUs"), vesting in three equal tranches dependent upon the Company achieving the applicable performance goal as set forth in the applicable Performance Share Units Notice. 20,834 Class A PSUs vested on March 30, 2018. 6,350 shares were withheld from the vesting in satisfaction of the reporting person's tax withholding liability.
- F2Each Performance Share Unit ("Class B PSU") represents the right to receive one share of Class B Common Stock ("Class B Common Stock") of the Company.
- F3As previously reported in footnote 5 on the Form 3 filed by the reporting person with the U.S. Securities and Exchange Commission on January 31, 2017, 11,515 Class B PSUs vested on March 30, 2018 (the "Vesting Date") upon the achievement by the Company of the applicable Equity Value Target with respect to fiscal year 2017.
- F4Each share of the Company's Class B Common Stock is convertible into one share of the Company's Class A Common Stock ("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.
- F5On the trading day immediately prior to the Vesting Date, the closing price of one share of the Company's Class A Common Stock traded on the NASDAQ Stock Exchange was $13.75. On March 30, 2018, 5,520 shares of the Company's Class B Common Stock otherwise issueable upon the vesting of the Class B PSUs were forfeited to pay the applicable withholding taxes due in connection with the Class B PSUs' vesting.
- F6As reported at footnote 4 of the reporting person's Form 3, these options vested on March 30, 2018 following determination by the Compensation Committee of the Company's Board of Directors of the Company's achievement of the applicable Equity Value Target.
- F7Represents the aggregate number of vested options awarded pursuant to the reporting person's Stock Option Agreement dated October 2, 2013 (including time-based and performance-based options). This figure consolidates the option reported at footnotes 3 and 4 of the reporting person's Form 3.