0001104659-17-046600.txt : 20170724
0001104659-17-046600.hdr.sgml : 20170724
20170724204142
ACCESSION NUMBER: 0001104659-17-046600
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: Taslitz Steven
CENTRAL INDEX KEY: 0001407214
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38002
FILM NUMBER: 17979198
MAIL ADDRESS:
STREET 1: C/O STERLING PARTNERS
STREET 2: 401 NORTH MICHIGAN AVENUE, SUITE 3300
CITY: CHICAGO
STATE: IL
ZIP: 60611
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
0001407214
Taslitz Steven
650 S. EXETER STREET
12TH FLOOR
BALTIMORE
MD
21202
1
0
1
0
Employee Stock Option (right to buy)
23.20
2017-07-20
4
D
0
756368
0.00
D
2023-10-02
Class B Common Stock
756368
0
I
See footnote
Employee Stock Option (right to buy)
17.44
2017-07-20
4
A
0
756368
0.00
A
2023-10-02
Class B Common Stock
756368
573008
I
See footnote
Employee Stock Option (right to buy)
23.36
2017-07-20
4
D
0
114790
0.00
D
2026-10-25
Class B Common Stock
114790
0
I
See footnote
Employee Stock Option (right to buy)
17.44
2017-07-20
4
A
0
114790
0.00
A
2026-10-25
Class B Common Stock
114790
0
I
See footnote
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.
Pursuant to an agreement (the "Founders' Agreement") among Mr. 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 the Issuer. Each Sterling Founder controls the voting and disposition of the securities allocable to such Sterling Founder.
Represents an option to purchase shares of Class B Common Stock issued to Douglas L. Becker. The option is vested with respect to 641,764 of the underlying shares of the Company's Class B common stock, par value $0.004 per share ("Class B Common Stock"), and will vest with respect to an additional 114,601 of such shares on December 31, 2017.
Each share of 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.
The exercise price of this stock option was previously reported as $23.26.
The option will vest with respect to 114,790 of the underlying shares of Class B Common Stock on June 17, 2018.
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
2017-07-24