0001213900-24-035933.txt : 20240424 0001213900-24-035933.hdr.sgml : 20240424 20240424213559 ACCESSION NUMBER: 0001213900-24-035933 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20240424 FILED AS OF DATE: 20240424 DATE AS OF CHANGE: 20240424 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Laing Melanie CENTRAL INDEX KEY: 0002016068 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-56641 FILM NUMBER: 24872580 MAIL ADDRESS: STREET 1: 1933 N. MEACHAM RD., SUITE 310 CITY: SCHAUMBURG STATE: IL ZIP: 60173 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Keypath Education International, Inc. CENTRAL INDEX KEY: 0001865852 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] ORGANIZATION NAME: 07 Trade & Services IRS NUMBER: 862590572 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 1501 WOODFIELD RD, STREET 2: SUITE 204N CITY: SCHAUMBURG STATE: IL ZIP: 60173 BUSINESS PHONE: 224-419-7988 MAIL ADDRESS: STREET 1: 1501 WOODFIELD RD, STREET 2: SUITE 204N CITY: SCHAUMBURG STATE: IL ZIP: 60173 3 1 ownership.xml X0206 3 2024-04-24 0 0001865852 Keypath Education International, Inc. NONE 0002016068 Laing Melanie C/O KEYPATH EDUCATION INTERNATIONAL, INC 1501 WOODFIELD RD, SUITE 204N SCHAUMBURG IL 60173 1 0 0 0 Common Stock 30997 I By Laing Simon Pty Ltd Stock Option (Right to Buy) 2.87 2024-05-31 2027-05-31 Common Stock 83246 I By Laing Simon Pty Ltd Consists of shares of common stock, par value $0.01 per share ("Common Stock"), of Keypath Education International, Inc. (the "Issuer") underlying issued and outstanding CHESS Depositary Interests ("CDIs") that are listed by the Issuer for trading on the Australian Securities Exchange. CDIs are convertible at the option of the holder thereof into shares of Common Stock on a 1-for-1 basis. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Person disclaims beneficial ownership of such securities, except to the extent of her pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise. The exercise price of AUD3.71 per share is reported in column 4 in U.S. Dollars using a foreign exchange rate of 1 U.S. Dollar to 1.29366 Australian Dollars on the grant date. Once exercisable, each stock option may be exercised to purchase CDIs pursuant to the terms and conditions set forth in the Stock Option Award Agreement, dated as of May 10, 2021, by and between the Issuer and the Reporting Person (the "Award Agreement"). Effective as of May 31, 2021, the date of the grant of the stock option award under the Award Agreement, the Reporting Person directed the Issuer to transfer her stock option award to Laing Simon Pty Ltd, which entity is a "Permitted Transferee" as such term is defined in the Keypath Education International, Inc. 2021 Equity Incentive Plan, as amended. Exhibit 24.1 - Power of Attorney /s/ Eric Israel, attorney-in-fact 2024-04-24 EX-24.1 2 ea020459405ex24-1_keypath.htm POWER OF ATTORNEY

Exhibit 24.1

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of Eric Israel, Holli Simcoe, and Amy Henderson, or either of them acting singly, and with full power of substitution and re-substitution, the undersigned’s true and lawful attorney-in-fact (each of such persons and their substitutes being referred to herein as the “Attorney-in-Fact”), with full power to act for the undersigned and in the undersigned’s name, place and stead, in any and all capacities, to:

(1)

Prepare, execute, and file for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of Keypath Education International, Inc., a Delaware corporation (the “Company”), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

	(2)	Do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the U.S. Securities and Exchange Commission and any stock exchange or similar authority;

	(3)	Obtain, as the undersigned’s representative and on the undersigned’s behalf, information regarding transactions in the Company’s equity securities from any third party, including the Company and any brokers, dealers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such third party to release any such information to the Attorney-in-Fact; and

(4)

Take any other action of any type whatsoever in connection with the foregoing which, in the opinion of the Attorney-in-Fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by the Attorney-in-Fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as the Attorney-in-Fact may approve in the Attorney-in-Fact’s discretion.

The undersigned hereby grants the Attorney-in-Fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that the Attorney-in-Fact, or the Attorney-in-Fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the Attorney-in-Fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Attorney-in-Fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 19th day of April, 2024.

	/s/ Melanie Laing
	Signature

	Melanie Laing
	Print Name