0001209191-18-045150.txt : 20180803 0001209191-18-045150.hdr.sgml : 20180803 20180803083946 ACCESSION NUMBER: 0001209191-18-045150 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180801 FILED AS OF DATE: 20180803 DATE AS OF CHANGE: 20180803 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Senese Richard P CENTRAL INDEX KEY: 0001690160 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33140 FILM NUMBER: 18990419 MAIL ADDRESS: STREET 1: 225 SOUTH SIXTH STREET STREET 2: 9TH FLOOR CITY: MINNEAPOLIS STATE: MN ZIP: 55402 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CAPELLA EDUCATION CO CENTRAL INDEX KEY: 0001104349 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 225 SOUTH 6TH STREET STREET 2: 9TH FLOOR CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: (612) 659-5360 MAIL ADDRESS: STREET 1: 225 SOUTH 6TH STREET STREET 2: 9TH FLOOR CITY: MINNEAPOLIS STATE: MN ZIP: 55402 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2018-08-01 1 0001104349 CAPELLA EDUCATION CO CPLA 0001690160 Senese Richard P 225 SOUTH SIXTH STREET 9TH FLOOR MINNEAPOLIS MN 55402 0 1 0 0 President, Capella University Common Stock 2018-08-01 4 D 0 3083 D 0 D Employee Stock Option (right to buy) 64.99 2018-08-01 4 D 0 169 D 2024-02-19 Common Stock 169 0 D Employee Stock Option (right to buy) 65.40 2018-08-01 4 D 0 967 D 2025-02-18 Common Stock 967 0 D Employee Stock Option (right to buy) 45.46 2018-08-01 4 D 0 1963 D 2026-02-21 Common Stock 1963 0 D Employee Stock Option (right to buy) 76.70 2018-08-01 4 D 0 2514 D 2027-02-27 Common Stock 2514 0 D Each share of common stock of Capella Education Company ("Capella") reported as disposed of herein was cancelled and converted into the right to receive 0.875 shares of Strategic Education, Inc. (the "Exchange Ratio") at the effective time of the merger pursuant to that certain Agreement and Plan of Merger, dated as of October 29, 2017, by and among Strayer Education, Inc. (which was renamed "Strategic Education, Inc." on August 1, 2018), Capella and Sarg Sub Inc. ("Merger Sub"), whereby the parties thereto effected the merger of Capella into Merger Sub to become a wholly owned subsidiary of Strayer Education, Inc. (the "Merger"). No additional consideration was received in connection with the disposition of such securities. Includes 2,863 restricted stock unit awards to acquire common stock of Capella ("Capella RSUs"), 451 of which were due to vest on February 22, 2019, 620 of which were due to vest on February 27, 2020, and 1,792 were due to vest on February 26, 2022. Pursuant to the Merger Agreement, each Capella RSU was disposed of in exchange for a number of restricted stock unit awards to acquire common stock of Strategic Education, Inc. ("Strategic RSUs") based on the Exchange Ratio. The Strategic RSUs will be subject to substantially the same terms and conditions of the Capella RSUs. No additional consideration was received in connection with the disposition of such securities. This option provided for vesting in four equal annual installments beginning February 20, 2015, of which 169 shares remained unexercised. Pursuant to the Merger Agreement, each unexercised option was disposed of in exchange for options to acquire a number of Strategic Education, Inc.'s common stock ("Strategic common stock") shares based on the Exchange Ratio with an exercise price per share of Strategic common stock equal to the exercise price per share of the Capella stock options divided by the Exchange Ratio. No additional consideration was received in connection with the disposition of such securities. This option provided for vesting in four equal annual installments beginning February 19, 2016, of which 967 shares remained unexercised. Pursuant to the Merger Agreement, each unexercised option was disposed of in exchange for options to acquire a number of Strategic common stock shares based on the Exchange Ratio with an exercise price per share of Strategic common stock equal to the exercise price per share of the Capella stock options divided by the Exchange Ratio. No additional consideration was received in connection with the disposition of such securities. This option provided for vesting in four equal annual installments beginning February 22, 2017, of which 1,963 shares remained unexercised. Pursuant to the Merger Agreement, each unexercised option was disposed of in exchange for options to acquire a number of Strategic common stock shares based on the Exchange Ratio with an exercise price per share of Strategic common stock equal to the exercise price per share of the Capella stock options divided by the Exchange Ratio. No additional consideration was received in connection with the disposition of such securities. This option provided for vesting in four equal annual installments beginning February 27, 2018, of which 2,514 shares remained unexercised. Pursuant to the Merger Agreement, each unexercised option was disposed of in exchange for options to acquire a number of Strategic common stock shares based on the Exchange Ratio with an exercise price per share of Strategic common stock equal to the exercise price per share of the Capella stock options divided by the Exchange Ratio. No additional consideration was received in connection with the disposition of such securities. /s/ Kelly Jacobus as Attorney-in-Fact for Richard P. Senese 2018-08-03