FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
LAUREATE EDUCATION, INC. [ LAUR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/29/2017 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | (1) | 09/29/2017 | M | 73,437(2) | 09/29/2017(2) | (2) | Class B Common Stock | 73,437 | $0 | 0 | D | ||||
Class B Common Stock | (3) | 09/29/2017 | M | 73,437 | (2) | (2) | Class A Common Stock | 73,437 | $0 | 73,437 | D | ||||
Class B Common Stock | (3) | 09/29/2017 | F | 30,807(4) | (4) | (4) | Class A Common Stock | 30,807 | $14.55(4) | 42,630 | D |
Explanation of Responses: |
1. Each Restricted Stock Unit ("RSU") represents the right to receive one share of Class B Common Stock ("Class B Common Stock") of Laureate Education, Inc. (the "Company"). |
2. As previously reported in the Company's Filing 8-K filed on March 28, 2017, the Reporting Person entered into a Separation Agreement with the Company (a copy of which was attached to the Company's filing 10-k filed on May 11, 2017) (the "Separation Agreement"). Pursuant to the terms of the Separation Agreement, vesting of the Reporting Person's RSUs was accelerated as of the Reporting Person's last day of employment by the Company. The Reporting Person's Employment terminated as of September 30, 2017. As this date was a Saturday, the RSUs vested as of the immediately prior business day, September 29, 2017 (the "Separation Date"). As of the Separation Date, the Reporting Person owned 73,437 RSUs. |
3. Each share of Class B Common Stock of Laureate Education, Inc. (the "Company") is convertible into one share of Class A Common Stock of the Company upon the election of the holder or upon transfer, subject to the terms of the Company's Amended and Restated Certificate of Incorporation. |
4. On the trading day immediately prior to the Separation Date, the closing price of one share of the Company's Class A Common Stock traded on the NASDAQ Stock Exchange was $14.55. On September 29, 2017, 30,807 shares of the Company's Class B Common Stock otherwise issuable upon the vesting of the RSUs were forfeited to pay the applicable withholding taxes due in connection with the RSUs' vesting. |
Remarks: |
As previously reported on Form 8-K filed on March 28, 2017, the Reporting Person's employment as President and Chief Operating Officer of Laureate Education, Inc. terminated effective March 23, 2017. |
/s/ Sean P. Mulcahy, Attorney-in-Fact | 10/03/2017 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |