0001104659-17-046556.txt : 20170724 0001104659-17-046556.hdr.sgml : 20170724 20170724170527 ACCESSION NUMBER: 0001104659-17-046556 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: Berckemeyer Ricardo M. CENTRAL INDEX KEY: 0001696046 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38002 FILM NUMBER: 17978799 MAIL ADDRESS: STREET 1: 9 ARDSLEY WAY CITY: SIMSBURY STATE: CT ZIP: 06070 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 0001696046 Berckemeyer Ricardo M. 650 S. EXETER STREET 12TH FLOOR BALTIMORE MD 21202 0 1 0 0 Chief Operating Officer Employee Stock Option (right to buy) 23.20 2017-07-20 4 D 0 183036 0.00 D 2023-10-02 Class B Common Stock 183036 0 D Employee Stock Option (right to buy) 17.44 2017-07-20 4 A 0 183036 0.00 A 2023-10-02 Class B Common Stock 183036 183036 D Employee Stock Option (right to buy) 23.20 2017-07-20 4 D 0 73213 0.00 D 2023-10-02 Class B Common Stock 73213 0 D Employee Stock Option (right to buy) 17.44 2017-07-20 4 A 0 73213 0.00 A 2023-10-02 Class B Common Stock 73213 73213 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. 146,429 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. 58,568 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 with respect to fiscal year 2017. /s/ Thomas J. Plotz, Attorney-in-Fact 2017-07-24