SEC Form 4 · accession 0001127602-19-000716
LAUREATE EDUCATION, INC. · LAUR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Tal Darmon
Officer — Chief Accounting Officer
Period of report
Dec 31, 2018
Accepted (ET)
Jan 3, 2019 · 4:32 pm EST
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 | Dec 31, 2018 | M | 667 | $0.00 | A | 4,980 | D | |
| Class A Common Stock | Dec 31, 2018 | C | 4,031 | $0.00 | A | 9,011 | D | |
| Class A Common StockF1 | Dec 31, 2018 | F | 1,566 | $14.82 | D | 7,445 | D | |
| Class A Common StockF2 | Dec 31, 2018 | F | 314 | $14.82 | D | 7,131 | 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 UnitsF3,F4 | — | Dec 31, 2018 | M | 667 | D | — | — | Class A Common Stock | 667 | 667 | D |
| Restricted Stock UnitsF5 | — | Dec 31, 2018 | M | 3,750 | D | Dec 31, 2018 | — | Class B Common Stock | 3,750 | 0 | D |
| Class B Common StockF6 | — | Dec 31, 2018 | M | 3,750 | A | — | — | Class A Common Stock | 3,750 | 3,929 | D |
| Restricted Stock UnitsF7 | — | Dec 31, 2018 | M | 281 | D | — | — | Class B Common Stock | 281 | 0 | D |
| Class B Common StockF6 | — | Dec 31, 2018 | M | 281 | A | — | — | Class A Common Stock | 281 | 4,210 | D |
| Class B Common StockF6 | — | Dec 31, 2018 | C | 4,031 | D | — | — | Class A Common Stock | 4,031 | 179 | D |
Explanation of responses
- F1Shares withheld from vesting of Restricted Stock Units originally granted on September 17, 2015, May 2, 2016, and June 14, 2017 (as further detailed below) in satisfaction of tax obligations based on closing price of $14.82 on December 28, 2018 of the Company's Class A Common Stock as traded on the NASDAQ stock exchange.
- F2Shares withheld from vesting of Restricted Stock Units originally granted on March 7, 2018 (having been previously reported as shares of Class A Common Stock on the reporting person's Form 4 filed on March 9, 2018) in satisfaction of tax obligations based on closing price of $14.82 on December 28, 2018 of the Company's Class A Common Stock as traded on the NASDAQ stock exchange. These RSUs are vesting in three equal annual installments on each of December 31, 2018, December 31, 2019, and December 31, 2020.
- F3As reported in Footnote 1 of the Reporting Person's Form 4 filed on June 17, 2017, each Restricted Stock Unit represents the right to receive one share of Class A common stock of the Company subject to the Reporting Person's continued employment by the Company.
- F4On June 14, 2017, the Reporting Person was granted 2,002 Restricted Stock Units (which vest as Class A shares of common stock) vesting in one-third annual installments on December 31, 2017, December 31, 2018 and December 31, 2019, subject to the Reporting Person's continued employment by the Company.
- F5On September 17, 2015, the reporting person was granted 3,750 Restricted Stock Units, convertible to shares of the Company's Class B Common Stock, and each of which vested on December 31, 2018.
- F6Each share of Class B Common Stock ("Class B Common Stock") of Laureate Education, Inc. (the "Company") is convertible into one share of Class A Common Stock of the Company ("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.
- F7On May 2, 2016, the Reporting Person was awarded 841 Restricted Stock Units, which vested as shares of the Company's Class B Common Stock on each of December 31, 2016, December 31, 2017, and December 31, 2018.