0001104659-18-022268.txt : 20180403
0001104659-18-022268.hdr.sgml : 20180403
20180403205101
ACCESSION NUMBER: 0001104659-18-022268
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: BECKER DOUGLAS L
CENTRAL INDEX KEY: 0001072473
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38002
FILM NUMBER: 18735651
MAIL ADDRESS:
STREET 1: C/O 650 DUNDEE ROAD
STREET 2: SUITE 370
CITY: NORTHBROOK
STATE: IL
ZIP: 60062
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
0001072473
BECKER DOUGLAS L
C/O STERLING PARTNERS
650 S. EXETER STREET, #1100
BALTIMORE
MD
21202
1
0
1
0
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
D
Performance Share Units
2018-03-30
4
M
0
36253
0
D
Class B Common Stock
36253
0
D
Class B Common Stock
2018-03-30
4
M
0
36253
0
A
Class A Common Stock
36253
125724
D
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.
This option with respect to 45,843 shares of Class B Common Stock (the "Shares") was issued to the reporting person pursuant to a Stock Option Agreement, dated October 2, 2013 (the "Stock Option Agreement") and 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, each of Messrs. Taslitz and Hoehn-Saric, 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 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, the reporting person 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, each of Messrs. Taslitz and 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 and 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 Douglas L. Becker
2018-04-03