0001104659-17-005542.txt : 20170131 0001104659-17-005542.hdr.sgml : 20170131 20170131201215 ACCESSION NUMBER: 0001104659-17-005542 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: Daniels Timothy F. CENTRAL INDEX KEY: 0001696068 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38002 FILM NUMBER: 17562752 MAIL ADDRESS: STREET 1: 333 WEST MIFFLIN STREET STREET 2: NO. 1061 CITY: MADISON STATE: WI ZIP: 53703 3 1 a3.xml 3 X0206 3 2017-01-31 0 0000912766 LAUREATE EDUCATION, INC. LAUR 0001696068 Daniels Timothy F. 650 SOUTH EXETER STREET 12TH FLOOR BALTIMORE MD 21202 0 1 0 0 CEO, AMEA Class B Common Stock 0 Class A Common Stock 17963 D Employee Stock Option (right to buy) 23.20 2023-10-02 Class B Common Stock 137362 D Employee Stock Option (right to buy) 23.20 2023-10-02 Class B Common Stock 54945 D Performance Share Units Class B Common Stock 17381 D Performance Share Units Class B Common Stock 7225 D Restricted Stock Units 2018-06-17 Class B Common Stock 18063 D 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. 109,890 of these options are exercisable immediately. Subject to the reporting person's continued employment, 20% of these options will become exercisable on December 31, 2017. 32,967 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; and (B) 20% will become exercisable if the Company achieves the applicable Equity Value Target with respect to fiscal year 2017. 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) one-half (1/2) of these PSUs will vest if the Company achieves the applicable Equity Value Target with respect to fiscal year 2016, and (B) one-half (1/2) will vest if the Company achieves the applicable Equity Value Target with respect to fiscal year 2017. 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) 50% of these PSUs will vest if the Company achieves the applicable Equity Value Target with respect to fiscal year 2016 based on the Company's audited financials for 2016 and 2017, and (B) 50% will vest if the Company achieves the applicable Equity Value Target with respect to fiscal year 2017. Subject to the reporting person's continued employment, on June 17, 2018 all of these Restricted Stock Units will vest and the reporting person will be issued a corresponding number of shares of Class B Common Stock. /s/ Sean P. Mulcahy, Attorney-in-Fact 2017-01-31