0001104659-17-046549.txt : 20170724
0001104659-17-046549.hdr.sgml : 20170724
20170724170258
ACCESSION NUMBER: 0001104659-17-046549
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170720
FILED AS OF DATE: 20170724
DATE AS OF CHANGE: 20170724
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ZENTZ ROBERT W
CENTRAL INDEX KEY: 0001242920
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38002
FILM NUMBER: 17978781
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
4
1
a4.xml
4
X0306
4
2017-07-20
0
0000912766
LAUREATE EDUCATION, INC.
LAUR
0001242920
ZENTZ ROBERT W
650 S. EXETER STREET
12TH FLOOR
BALTIMORE
MD
21202
0
1
0
0
Senior VP, Secretary, GC
Employee Stock Option (right to buy)
23.20
2017-07-20
4
D
0
81371
0.00
D
2023-10-02
Class B Common Stock
81371
0
D
Employee Stock Option (right to buy)
17.44
2017-07-20
4
A
0
81371
0.00
A
2023-10-02
Class B Common Stock
81371
81371
D
Employee Stock Option (right to buy)
23.20
2017-07-20
4
D
0
32548
0.00
D
2023-10-02
Class B Common Stock
32548
0
D
Employee Stock Option (right to buy)
17.44
2017-07-20
4
A
0
32548
0.00
A
2023-10-02
Class B Common Stock
32548
32548
D
Employee Stock Option (right to buy)
23.20
2017-07-20
4
D
0
12391
0.00
D
2024-07-10
Class B Common Stock
12391
0
D
Employee Stock Option (right to buy)
17.44
2017-07-20
4
A
0
12391
0.00
A
2024-07-10
Class B Common Stock
12391
12391
D
Employee Stock Option (right to buy)
23.20
2017-07-20
4
D
0
6195
0.00
D
2024-07-10
Class B Common Stock
6195
0
D
Employee Stock Option (right to buy)
17.44
2017-07-20
4
A
0
6195
0.00
A
2024-07-10
Class B Common Stock
6195
6195
D
Employee Stock Option (right to buy)
23.20
2017-07-20
4
D
0
12458
0.00
D
2025-03-04
Class B Common Stock
12458
0
D
Employee Stock Option (right to buy)
17.44
2017-07-20
4
A
0
12458
0.00
A
2025-03-04
Class B Common Stock
12458
12458
D
Employee Stock Option (right to buy)
23.20
2017-07-20
4
D
0
6230
0.00
D
2025-03-04
Class B Common Stock
6230
0
D
Employee Stock Option (right to buy)
17.44
2017-07-20
4
A
0
6230
0.00
A
2025-03-04
Class B Common Stock
6230
6230
D
Employee Stock Option (right to buy)
23.24
2017-07-20
4
D
0
8016
0.00
D
2026-05-02
Class B Common Stock
8016
0
D
Employee Stock Option (right to buy)
17.44
2017-07-20
4
A
0
8016
0.00
A
2026-05-02
Class B Common Stock
8016
8016
D
The transactions reported herein reflect a one-time stock option repricing (the "Option Repricing") that became effective on July 20, 2017. Pursuant to the Option Repricing, the exercise price of each "Relevant Option" (any stock option awarded by Laureate Education, Inc. (the "Company") between October 2, 2013 and December 31, 2016 (inclusive)) has been amended to reduce such exercise price to $17.44, which was the average closing price of a share of the Company's Class A common stock, par value $0.004 per share ("Class A Common Stock") as reported on the Nasdaq Global Select Market over the twenty (20) calendar days preceding July 20, 2017. There have been no other changes to the terms of the Relevant Options.
65,097 of these options are exerciseable immediately. Subject to the reporting person's continued employment by the Company, 20% of these options will become exercisable on December 31, 2017.
Each share of the Company's Class B common stock, par value $0.004 per share ("Class B Common Stock") is convertible into one share of 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.
26,036 of these options are exerciseable immediately. Subject to the reporting person's continued employment by the Company, 20% of these options will become vested and exercisable if the Company achieves the applicable equity value target determined pursuant to the Company's 2013 Long-Term Incentive Plan, as amended (the "Equity Value Target") with respect to fiscal year 2017.
7,434 of these options are exerciseable immediately. Subject to the reporting person's continued employment by the Company, (A) 20% of these options will become exercisable on December 31, 2017, and (B) 20% of these options will become exercisable on December 31, 2018.
3,717 of these options are exerciseable immediately. Subject to the reporting person's continued employment by the Company, (A) 20% of these options will become vested and exercisable if the Company achieves the applicable Equity Value Target with respect to fiscal year 2017, and (B) 20% of these options will become vested and exercisable if the Company achieves the applicable Equity Value Target with respect to fiscal year 2018.
4,983 of these options are exerciseable immediately. Subject to the reporting person's continued employment by the Company, (A) 20% of these options will become exercisable on December 31, 2017, (B) 20% of these options will become exercisable on December 31, 2018, and (C) 20% of these options will become exercisable on December 31, 2019.
2,492 of these options are exerciseable immediately. Subject to the reporting person's continued employment by the Company, (A) 20% of these options will become vested and exercisable if the Company achieves the applicable Equity Value Target with respect to fiscal year 2017, (B) 20% of these options will become vested and exercisable if the Company achieves the applicable Equity Value Target with respect to fiscal year 2018, and (C) 20% of these options will become vested and exercisable if the Company achieves the applicable Equity Value Target with respect to fiscal year 2019.
2,672 of these options are exerciseable immediately. Subject to the reporting person's continued employment by the Company, (A) one-third (1/3) of these options will become exercisable on December 31, 2017, and (B) one-third (1/3) of these options will become exercisable on December 31, 2018.
/s/ Thomas J. Plotz, Attorney-in-Fact
2017-07-24