SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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

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1. Name and Address of Reporting Person^*

Thompson Paul Dana

(Last)

(First)

(Middle)

C/O KINDERCARE LEARNING COMPANIES, INC.

5005 MEADOWS ROAD

(Street)

LAKE OSWEGO

97035

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/09/2024

3. Issuer Name and Ticker or Trading Symbol
KinderCare Learning Companies, Inc. [ KLC ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	864,803	D
Common Stock	97,913	I	By Trust⁽¹⁾
Common Stock	97,913	I	By Trust⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Options (Right to Buy)	⁽³⁾	02/23/2032	Common Stock	120,760	$20.61	D
Stock Options (Right to Buy)	⁽⁴⁾	05/17/2032	Common Stock	130,903	$21.7	D

Explanation of Responses:

1. Shares held of record by the Alexis M. Thompson Irrevocable Family Trust. The reporting person disclaims beneficial ownership of these securities, 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 for any other purpose.

2. Shares held of record by the Collin D. Thompson Irrevocable Family Trust. The reporting person disclaims beneficial ownership of these securities, 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 for any other purpose.

3. The options vest yearly over a four-year period, with the first tranche having vested on February 23, 2023, such that a hundred percent (100%) of the award will be fully vested on the fourth anniversary of the grant date, subject to the executive's continued status as a service provider through the applicable vesting dates.

4. The options vest yearly over a three-year period, with the first tranche having vested on May 17, 2023, such that a hundred percent (100%) of the award will be fully vested on the third anniversary of the grant date, subject to the executive's continued status as a service provider through the applicable vesting dates.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/Kathryn Gallagher, Attorney-in-Fact	10/09/2024
	** 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 5 (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.
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