0001104659-18-022266.txt : 20180403
0001104659-18-022266.hdr.sgml : 20180403
20180403205032
ACCESSION NUMBER: 0001104659-18-022266
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180330
FILED AS OF DATE: 20180403
DATE AS OF CHANGE: 20180403
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: HOEHN SARIC RULDOLF CHRISTOPHER
CENTRAL INDEX KEY: 0001011193
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38002
FILM NUMBER: 18735649
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
2018-03-30
0
0000912766
LAUREATE EDUCATION, INC.
LAUR
0001011193
HOEHN SARIC RULDOLF CHRISTOPHER
C/O STERLING PARTNERS
401 N. MICHIGAN AVE., SUITE 3300
CHICAGO
IL
60611
1
0
1
0
Director by Deputization
Employee Stock Option (Right to Buy)
17.44
2018-03-30
4
A
0
45843
0
A
2023-10-02
Class B Common Stock
45843
802211
I
See footnotes.
Performance Share Units
2018-03-30
4
M
0
36253
0
D
Class B Common Stock
36253
0
I
See footnotes.
Class B Common Stock
2018-03-30
4
M
0
36253
0
A
Class A Common Stock
36253
125724
I
See footnotes.
Each share of Class B Common Stock ("Class B Common Stock") of Laureate Education, Inc. ("Laureate") is convertible into one share of Class A Common Stock of Laureate upon the election of the holder or upon transfer, subject to the terms of Laureate's Amended and Restated Certificate of Incorporation.
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.
Represents an option with respect to 45,843 shares of Class B Common Stock (the "Shares") issued to Mr. Becker pursuant to Mr. Becker's Stock Option Agreement, dated October 2, 2013 (the "Stock Option Agreement"), that vested on March 30, 2018 following determination by the Compensation Committee of Laureate's Board of Directors of Laureate's achievement of the applicable performance conditions. In light of the Founders' Agreement, Mr. Hoehn-Saric may be deemed to indirectly beneficially own a portion of such option. Each of Messrs. Becker and Taslitz, who also may be deemed to indirectly beneficially own a portion of such option, has made a separate Form 4 filing with respect to the vesting of this option with respect to the Shares.
Represents the aggregate number of shares of Class B Common Stock underlying vested options awarded pursuant to the Stock Option Agreement (including time-based and performance-based options). This figure consolidates the shares of Class B Common Stock subject to the options reported at footnote 2 of the reporting person's Form 3 with the Shares subject to the vested option reported herein.
Each Performance Share Unit (each, a "PSU") represents the right to receive one share of Class B Common Stock.
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 March 30, 2018. In light of the Founders' Agreement, Mr. Hoehn-Saric may be deemed to indirectly beneficially own a portion of the shares of Class B Common Stock issued upon the conversion of the PSUs. Each of Messrs. Becker and Taslitz, who also may be deemed to indirectly beneficially own a portion of the shares of Class B Common Stock issued upon the conversion of the PSUs, has made a separate Form 4 filing with respect to the issuance of such shares of Class B Common Stock.
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 R. Christopher Hoehn-Saric
2018-04-03