SEC Form 4 · accession 0001127602-18-013844
LAUREATE EDUCATION, INC. · LAUR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Paula R Singer
Officer — CEO Walden and Online Partners
Period of report
Mar 30, 2018
Accepted (ET)
Apr 3, 2018 · 6:11 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 | 6,054 | $0.00 | A | 91,335 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F2 | — | Mar 30, 2018 | M | 11,581 | D | — | — | Class A Common Stock | 11,581 | 0 | D |
| Class B Common StockF3,F2 | — | Mar 30, 2018 | M | 11,581 | A | — | — | Class A Common Stock | 11,581 | 11,581 | D |
| Class B Common StockF3,F4 | — | Mar 30, 2018 | F | 5,527 | D | — | — | Class A Common Stock | 5,527 | 6,054 | D |
| Class B Common StockF3 | — | Mar 30, 2018 | C | 6,054 | D | — | — | Class A Common Stock | 6,054 | 0 | D |
| Employee Stock Option (Right to Buy)F5,F6 | $17.44 | Mar 30, 2018 | A | 14,645 | A | — | Oct 2, 2023 | Class B Common Stock | 14,645 | 256,249 | D |
Explanation of responses
- F1Each Performance Share Unit ("PSU") 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 footnote 5 on the Form 3 filed by the reporting person with the U.S. Securities and Exchange Commission on January 31, 2017, 11,581 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.
- 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 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, 5,527 shares of the Company's Class B Common Stock otherwise issueable upon the vesting of the PSUs were forfeited to pay the applicable withholding taxes due in connection with the PSUs' vesting.
- F5As 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.
- F6Represents 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.