0001104659-17-024565.txt : 20170419
0001104659-17-024565.hdr.sgml : 20170419
20170419180743
ACCESSION NUMBER: 0001104659-17-024565
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170417
FILED AS OF DATE: 20170419
DATE AS OF CHANGE: 20170419
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38002
FILM NUMBER: 17770915
MAIL ADDRESS:
STREET 1: PEPSICO, INC.
STREET 2: 700 ANDERSON HILL ROAD
CITY: PURCHASE
STATE: NY
ZIP: 10577
4
1
a4.xml
4
X0306
4
2017-04-17
1
0000912766
LAUREATE EDUCATION, INC.
LAUR
0001532604
Guimaraes Enderson
650 S. EXETER STREET
12TH FLOOR
BALTIMORE
MD
21202
0
1
0
0
See Remarks
Performance Share Units
2017-04-17
4
M
0
69756
0
D
Class B Common Stock
69756
104634
D
Performance Share Units
2017-04-17
4
M
0
12206
0
D
Class B Common Stock
12206
18309
D
Class B Common Stock
2017-04-17
4
M
0
81962
0
A
Class B Common Stock
81962
81962
D
Class B Common Stock
2017-04-17
4
F
0
34384
14.60
D
Class A Common Stock
34384
47578
D
Each Performance Share Unit ("PSU") represents the right to receive one share of Class B Common Stock ("Class B Common Stock") of the Company.
As previously reported in footnote 4 on the Form 3 filed by the reporting person with the SEC on January 31, 2017, 69,756 PSUs vested on April 17, 2017 (the "Vesting Date") upon the achievement by the Company of the applicable Equity Value Targets with respect to fiscal years 2015 and 2016 (both as determined after publication of the fiscal year 2016 audited financials). Subject to the reporting person's continued employment with the Company, an additional 104,634 PSUs are eligible to vest in equal tranches of 34,878 PSUs if the Company achieves the applicable Equity Value Target with respect to fiscal years 2017, 2018 and 2019.
As previously reported in footnote 5 on the Form 3 filed by the reporting person with the SEC on January 31, 2017, 12,206 PSUs vested on the Vesting Date upon the achievement by the Company of the applicable Equity Value Targets with respect to fiscal years 2015 and 2016 (both as determined after publication of the fiscal year 2016 audited financials). Subject to the reporting person's continued employment with the Company, an additional 18,309 PSUs are eligible to vest in equal tranches of 6,103 PSUs if the Company achieves the applicable Equity Value Target with respect to fiscal years 2017, 2018, and 2019.
Each share of the Company's Class B Common Stock is convertible into one share of the Company's Class A Common Stock ("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.
On the trading day immediately prior to the Vesting Date, the closing price of one share of the Company's Class A Common Stock traded on the NASDAQ Stock Exchange was $14.60. On April 17, 2017, 34,384 shares of the Company's Class B Common Stock otherwise issuable upon the vesting of the PSUs were forfeited to pay the applicable withholding taxes due in connection with the PSUs' vesting.
As previously reported on the Form 8-K filed with the U.S. Securities and Exchange Commission (the "SEC") on March 28, 2017, the reporting person's employment as President and Chief Operating Officer of Laureate Education, Inc. (the "Company") terminated effective March 23, 2017.
/s/ Sean P. Mulcahy, Attorney-in-Fact
2017-04-19