0001104659-17-024680.txt : 20170419
0001104659-17-024680.hdr.sgml : 20170419
20170419215242
ACCESSION NUMBER: 0001104659-17-024680
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: Taslitz Steven
CENTRAL INDEX KEY: 0001407214
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38002
FILM NUMBER: 17771231
MAIL ADDRESS:
STREET 1: C/O STERLING PARTNERS
STREET 2: 401 NORTH MICHIGAN AVENUE, SUITE 3300
CITY: CHICAGO
STATE: IL
ZIP: 60611
4
1
a4.xml
4
X0306
4
2017-04-17
0
0000912766
LAUREATE EDUCATION, INC.
LAUR
0001407214
Taslitz Steven
C/O STERLING PARTNERS
401 N. MICHIGAN AVENUE, SUITE 3300
CHICAGO
IL
60611
1
0
1
0
Performance Share Units
2017-04-17
4
M
0
36253
0
D
Class B Common Stock
36253
36253
I
See Footnote
Class B Common Stock
2017-04-17
4
M
0
36253
0
A
Class A Common Stock
36253
104680
I
See Footnote
Class B Common Stock
2017-04-17
4
F
0
15209
14.60
D
Class A Common Stock
15209
89471
I
See Footnote
Each Performance Share Units ("PSUs") represents the right to receive one share of Class B Common Stock ("Class B Common Stock") of Laureate Education, Inc. ("Laureate").
Pursuant to an agreement (the "Founders' Agreement") among Douglas L. Becker, Steven M. Taslitz, R. Christopher Hoehn-Saric and one other founder of Sterling (the "Sterling Founders"), the Sterling Founders share equally, on a net after-tax basis, in certain equity securities they receive in connection with services rendered by any of them to certain entities, including Laureate. Each Sterling Founder controls the voting and disposition of the securities allocable to such Sterling Founder. In light of the Founders' Agreement, Mr. Taslitz may be deemed to indirectly beneficially own a portion of the shares of Class B Common Stock issued upon the conversion of the PSUs.
On October 2, 2013, Mr. Becker was granted 181,265 PSUs, vesting in five equal tranches dependent upon Laureate achieving the applicable Equity Value Target as set forth in the applicable Performance Share Units Notice. 36,253 PSUs vested on April 17, 2017 (the "Vesting Date").
Each share of Class B Common Stock is convertible into one share of Class A Common Stock ("Class A Common Stock") of Laureate upon the election of the holder or upon transfer, subject to the terms of Laurcate's Amended and Restated Certificate of Incorporation.
On the trading day immediately prior to the Vesting Date, the closing price of one share of Class A Common Stock traded on the NASDAQ Stock Exchange was $14.60. On April 17, 2017, 15,209 shares of 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.
The reporting person disclaims beneficial ownership of the securities reported herein, except to the extent of the reporting person's pecuniary interest therein. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership by the reporting person of any securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise.
/s/ M. Avi Epstein, attorney-in-fact for Steven M. Taslitz
2017-04-19