SEC Form 4 · accession 0001127602-18-021413
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
Jun 17, 2018
Accepted (ET)
Jun 19, 2018 · 4:51 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 | Jun 17, 2018 | C | 7,841 | $0.00 | A | 99,176 | 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 | — | Jun 17, 2018 | M | 10,714 | D | Jun 17, 2018 | — | Class B Common Stock | 10,714 | 0 | D |
| Class B Common StockF2 | — | Jun 17, 2018 | M | 10,714 | A | — | — | Class A Common Stock | 10,714 | 10,741 | D |
| Performance Share UnitsF3,F4 | — | Jun 17, 2018 | M | 4,285 | D | — | — | Class B Common Stock | 4,285 | 0 | D |
| Class B Common StockF2 | — | Jun 17, 2018 | M | 4,285 | A | — | — | Class A Common Stock | 4,285 | 14,999 | D |
| Class B Common StockF2,F5 | — | Jun 17, 2018 | F | 7,158 | D | — | — | Class A Common Stock | 7,158 | 7,841 | D |
| Class B Common StockF2 | — | Jun 17, 2018 | C | 7,841 | D | — | — | Class A Common Stock | 7,841 | 0 | D |
Explanation of responses
- F1As 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.
- F2Each share of the Company's Class B Common Stock is convertible into one share of the Company's 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.
- F3Each Performance Share Unit ("PSU") represents the right to receive one share of Class B Common Stock of the Company.
- F4As 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.
- 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, 7,158 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.