SEC Form 4 · accession 0001127602-18-021408
LAUREATE EDUCATION, INC. · LAUR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ricardo M. Berckemeyer
Officer — President & COO
Period of report
Jun 17, 2018
Accepted (ET)
Jun 19, 2018 · 4:44 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 | Jun 17, 2018 | C | 16,231 | $0.00 | A | 75,626 | 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 UnitsF1,F2 | — | Jun 17, 2018 | M | 8,642 | D | — | — | Class B Common Stock | 8,642 | 0 | D |
| Class B Common StockF3,F2 | — | Jun 17, 2018 | M | 8,642 | A | — | — | Class A Common Stock | 8,642 | 8,642 | D |
| Restricted Stock UnitsF4 | — | Jun 17, 2018 | M | 21,607 | D | Jun 17, 2018 | — | Class B Common Stock | 21,607 | 0 | D |
| Class B Common StockF3,F4 | — | Jun 17, 2018 | M | 21,607 | A | — | — | Class A Common Stock | 21,607 | 30,249 | D |
| Class B Common StockF3,F5 | — | Jun 17, 2018 | F | 14,018 | D | — | — | Class A Common Stock | 14,018 | 16,231 | D |
| Class B Common StockF3 | — | Jun 17, 2018 | C | 16,231 | D | — | — | Class A Common Stock | 16,231 | 0 | D |
Explanation of responses
- F1Each Performance Share Unit ("PSU") represents the right to receive one share of Class B Common Stock of the Company.
- F2As previously reported in footnote 6 on the Form 3 filed by the reporting person with the U.S. Securities and Exchange Commission on January 31, 2017, these PSUs were to vest upon the achievement by the Company of the applicable financial metrics, subject to the reporting person's continued employment with the Company, through June 17, 2018.
- 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.
- F4As previously reported at footnote 7 of the reporting person's Form 3, each Restricted Stock Unit ("RSU") represents the right to receive one share of the Class B Common Stock of the Company and was issuable as shares of Class B Common Stock provided the reporting person remained employed through June 17, 2018.
- F5On the trading day immediately prior to June 17, 2018, the closing price of one share of the Company's Class A Common Stock traded on the NASDAQ Stock Exchange was $14.63. On June 18, 2018, 14,018 shares of the Company's Class B Common Stock otherwise issueable upon the vesting of the RSUs and PSUs reported herein were forfeited to pay the applicable withholding taxes due in connection with these vestings.