SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

O'Hare Ryan

(Last)

(First)

(Middle)

C/O KEYPATH EDUCATION INTERNATIONAL, INC

1501 WOODFIELD RD, SUITE 204N

(Street)

SCHAUMBURG

60173

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Keypath Education International, Inc. [ NONE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO, Australia Asia-Pacific

3. Date of Earliest Transaction (Month/Day/Year)
09/10/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	09/10/2024		D⁽²⁾		52,716	D⁽²⁾	$0.58⁽³⁾	808,398	I	By O'Hare Investments A/C⁽⁴⁾
Common Stock⁽¹⁾	09/10/2024		J⁽⁵⁾		808,398	D⁽⁵⁾	$0.00⁽⁵⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽⁶⁾	09/10/2024		J⁽⁷⁾			359,301	09/01/2025	⁽⁸⁾	Common Stock	359,301	$0.00⁽⁷⁾	0	D
Restricted Stock Units	⁽⁶⁾	09/10/2024		J⁽⁷⁾			239,534	⁽⁹⁾	⁽⁸⁾	Common Stock	239,534	$0.00⁽⁷⁾	0	D
Restricted Stock Units	⁽⁶⁾	09/10/2024		J⁽⁷⁾			300,000	09/01/2026	⁽⁸⁾	Common Stock	300,000	$0.00⁽⁷⁾	0	D
Restricted Stock Units	⁽⁶⁾	09/10/2024		J⁽⁷⁾			600,000	⁽¹⁰⁾	⁽⁸⁾	Common Stock	600,000	$0.00⁽⁷⁾	0	D

Explanation of Responses:

1. 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 have been listed by the Issuer for trading on the Australian Securities Exchange (the "ASX"). CDIs are convertible at the option of the holder thereof into shares of Common Stock on a 1-for-1 basis. The Issuer's CDIs were suspended from trading on the ASX on September 5, 2024 Australian Eastern Standard Time ("AEST") and were delisted from the ASX on September 11, 2024 AEST.

2. Disposition of shares pursuant to the Agreement and Plan of Merger, dated as of May 23, 2024 (the "Merger Agreement"), by and among Karpos Intermediate, LLC, a Delaware limited liability company ("Parent"), Karpos Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent ("Merger Sub"), and the Issuer. Pursuant to the Merger Agreement, Merger Sub was merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent.

3. In the Merger, each share of Common Stock outstanding immediately prior to the effective time of the Merger (the "Effective Time"), other than shares of Common Stock held by Rollover Stockholders (as defined in the Merger Agreement), the Issuer, Parent, Merger Sub and stockholders who have validly exercised their appraisal rights under the Delaware General Corporation Law, were canceled and converted into the right to receive $0.87 Australian Dollars ("A$") in cash, without interest, less any applicable withholding taxes (the "Transaction Consideration"). The Transaction Consideration is reported in column 4 in U.S. Dollars using a foreign exchange rate of 1 U.S. Dollar to approximately 1.50 Australian Dollars on the effective date of the Merger.

4. The Reporting Person and his spouse are co-trustees and beneficiaries of O'Hare Investments A/C.

5. Pursuant to a Rollover Agreement, as amended (the "Rollover Agreement") with Sterling Karpos Holdings, LLC ("TopCo"), Reporting Person contributed such shares of Issuer's common stock to TopCo in exchange for equity interests in TopCo.

6. The restricted stock units ("RSUs") were granted under the 2021 Equity Incentive Plan of the Issuer. Each RSU represented a contingent right to receive one CDI as of the vesting date.

7. Pursuant to the Rollover Agreement, Reporting Person has agreed to forego cash payment on his RSUs in exchange for equity interests in TopCo.

8. Not applicable.

9. The Reporting Person was awarded 359,301 RSUs on November 30, 2022, of which 119,767 vested on September 1, 2023, 119,767 would have vested on September 1, 2024, and 119,767 would have vested September 1, 2025.

10. The Reporting Person was awarded 600,000 RSUs on November 30, 2023, which would have vested in three equal annual installments beginning on September 1, 2024.

Remarks:

As contemplated by the Merger Agreement, the Issuer canceled all outstanding stock options of the Issuer ("Keypath Options") at the Effective Time for no consideration, as all Keypath Options had exercise prices greater than or equal to the Transaction Consideration as of the Effective Time.

	/s/ Eric Israel, attorney-in-fact	09/11/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.