0001104659-17-005534.txt : 20170131
0001104659-17-005534.hdr.sgml : 20170131
20170131200730
ACCESSION NUMBER: 0001104659-17-005534
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170131
FILED AS OF DATE: 20170131
DATE AS OF CHANGE: 20170131
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: LAUREATE EDUCATION, INC.
CENTRAL INDEX KEY: 0000912766
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200]
IRS NUMBER: 521492296
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 650 S. EXETER STREET
CITY: BALTIMORE
STATE: MD
ZIP: 21202
BUSINESS PHONE: 4108436100
MAIL ADDRESS:
STREET 1: 650 S. EXETER STREET
CITY: BALTIMORE
STATE: MD
ZIP: 21202
FORMER COMPANY:
FORMER CONFORMED NAME: SYLVAN LEARNING SYSTEMS INC
DATE OF NAME CHANGE: 19930929
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Guimaraes Enderson
CENTRAL INDEX KEY: 0001532604
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38002
FILM NUMBER: 17562744
MAIL ADDRESS:
STREET 1: PEPSICO, INC.
STREET 2: 700 ANDERSON HILL ROAD
CITY: PURCHASE
STATE: NY
ZIP: 10577
3
1
a3.xml
3
X0206
3
2017-01-31
0
0000912766
LAUREATE EDUCATION, INC.
LAUR
0001532604
Guimaraes Enderson
650 SOUTH EXETER STREET
12TH FLOOR
BALTIMORE
MD
21202
0
1
0
0
President and COO
Employee Stock Option (right to buy)
23.20
2025-09-17
Class B Common Stock
650141
D
Employee Stock Option (right to buy)
23.20
2025-09-17
Class B Common Stock
332608
D
Performance Share Units
Class B Common Stock
174392
D
Performance Share Units
Class B Common Stock
30518
D
Restricted Stock Units
2017-12-31
Class B Common Stock
62500
D
Restricted Stock Units
2017-12-31
Class B Common Stock
10397
D
260,056 of these options are exercisable immediately. Subject to the reporting person's continued employment, (A) 20% will become exercisable on December 31, 2017, (B) 20% will become exercisable on December 31, 2018, AND (C) 20% will become exercisable on December 31, 2019.
Each 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.
66,522 of these options are exercisable immediately. Subject to the reporting person's continued employment, (A) 20% will become exercisable if the Company achieves the applicable equity value target determined pursuant to the Company's 2013 Long-Term Incentive Plan (the "Equity Value Target" and the "2013 Plan", respectively) with respect to fiscal year 2016, (B) 20% will become exercisable if the Company achieves the applicable Equity Value Target with respect to fiscal year 2017, (C) 20% will become exercisable if the Company achieves the applicable Equity Value Target with respect to fiscal year 2018, and (D) 20% will become exercisable if the Company achieves the applicable Equity Value Target with respect to fiscal year 2019.
Each Performance Share Unit ("PSU") represents the right to receive one share of Class B Common Stock. On the vesting date, the reporting person will be issued a corresponding number of shares of Class B Common Stock. Subject to the reporting person's continued employment, (A) 20% will vest if the Company achieves the applicable Equity Value Target with respect to fiscal year 2015 based on the Company's audited financials for 2016, (B) 20% will vest if the Company achieves the applicable Equity Value Target with respect to fiscal year 2016, (C) 20% will vest if the Company achieves the applicable Equity Value Target with respect to fiscal year 2017, (D) 20% will vest if the Company achieves the applicable Equity Value Target with respect to fiscal year 2018, and (E) 20% will vest if the Company achieves the applicable Equity Value Target with respect to fiscal year 2019.
Each PSU represents the right to receive one share of Class B Common Stock. On the vesting date, the reporting person will be issued a corresponding number of shares of Class B Common Stock. Subject to the reporting person's continued employment, (A) 20% will vest if the Company achieves the applicable Equity Value Target with respect to fiscal year 2015 based on the Company's audited financials for 2016, (B) 20% will vest if the Company achieves the applicable Equity Value Target with respect to fiscal year 2016, (C) 20% will vest if the Company achieves the applicable Equity Value Target with respect to fiscal year 2017, (D) 20% will vest if the Company achieves the applicable Equity Value Target with respect to fiscal year 2018, and (E) 20% will vest if the Company achieves the applicable Equity Value Target with respect to fiscal year 2019.
Each Restricted Stock Unit ("RSU") represents the right to receive one share of Class B Common Stock. On the vesting date, the reporting person will be issued a corresponding number of shares of Class B Common Stock. Subject to the reporting person's continued employment, all of these RSUs will vest on December 31, 2017.
Each RSU represents the right to receive one share of Class B Common Stock. On the vesting date, the reporting person will be issued a corresponding number of shares of Class B Common Stock. Subject to the reporting person's continued employment, all of these RSUs will vest on December 31, 2017.
/s/ Sean P. Mulcahy, Attorney-in-Fact
2017-01-31