0001127602-18-001651.txt : 20180111
0001127602-18-001651.hdr.sgml : 20180111
20180111180827
ACCESSION NUMBER: 0001127602-18-001651
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20180101
FILED AS OF DATE: 20180111
DATE AS OF CHANGE: 20180111
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Loureiro Jose Roberto
CENTRAL INDEX KEY: 0001725128
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38002
FILM NUMBER: 18524402
MAIL ADDRESS:
STREET 1: 650 SOUTH EXETER STREET
CITY: BALTIMORE
STATE: MD
ZIP: 21202
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
3
1
form3.xml
PRIMARY DOCUMENT
X0206
3
2018-01-01
0
0000912766
LAUREATE EDUCATION, INC.
LAUR
0001725128
Loureiro Jose Roberto
650 S. EXETER STREET
12TH FLOOR
BALTIMORE
MD
21202
1
Chief Executive Officer Brazil
Class A Common Stock
402
D
Class B Common Stock
Class A Common Stock
7681
D
Restricted Stock Units
2018-06-17
Class B Common Stock
8928
D
Restricted Stock Units
Class A Common Stock
802
D
Employee Stock Option (Right to Buy)
21.52
2020-12-09
Class B Common Stock
67500
D
Employee Stock Option (Right to Buy)
17.44
2023-10-02
Class B Common Stock
46911
D
Employee Stock Options (Right to Buy)
17.89
2027-06-14
Class A Common Stock
2233
D
Performance Share Units
Class A Common Stock
30000
D
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.
On the vesting date, the reporting person will be issued a corresponding number of shares of Class B Common Stock. Subject to the reporting person's continued employment, all of these RSUs will vest on June 17, 2018.
Each Restricted Stock Unit ("RSU") represents the right to receive one share of Class A Common Stock. On the vesting date, the reporting person will be issued a corresponding number of shares of Class A Common Stock. Subject to the reporting person's continued employment, (A) half (1/2) of these RSUs will vest on December 31, 2018, and (B) half (1/2) of these RSUs will vest on December 31, 2019.
These options are fully vested and exercisable immediately.
745 of these options are vested and exercisable as of the date hereof. Subject to the reporting person's continued employment by the Company, one-half of the unvested balance of these options will vest on December 31, 2018, and the other one-half of the unvested balance of these options will vest on December 31, 2019.
Subject to the reporting person's continued employment by the Company, Performance Share Units (PSUs) will vest in one-third annual tranches on each of December 31, 2018, December 31, 2019, and December 31, 2020, provided that the average closing price per share of the Company's Class A Common Stock as reported on the NASDAQ Global Select Market over the thirty (30) day period preceding those dates is equal to or greater than (i) $20 for those PSUs vesting on December 31, 2018, (ii) $22.50 for those PSUs vesting on December 31, 2019, and (iii) $25 for those PSUs vesting on December 31, 2020. Should the thirty day trailing average fall short of these targets for either December 31, 2018, December 31, 2019, or both, the PSUs for the year(s) in which the target is missed may vest if the trailing average target is achieved in the succeeding year.
/s/ Sean P. Mulcahy, Attorney-in-Fact
2018-01-11
EX-24
2
doc1.txt
POWER OF ATTORNEY (PUBLIC):
LIMITED POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that
the undersigned hereby makes, constitutes and appoints Victoria
Silbey, Thomas J. Plotz and Sean P. Mulcahy, and each of them,
as the undersigned?s true and lawful attorney-in-fact (the
?Attorney-in Fact?), with full power of substitution and
resubstitution, each with the power to act alone for the undersigned
and in the undersigned?s name, place and stead, in any and all
capacities to:
1. prepare, execute and acknowledge in the
undersigned?s name and on the undersigned?s behalf, and file with
the Securities and Exchange Commission (?SEC?) a Form ID,
including amendments thereto, and any other documents necessary
or appropriate to obtain codes and passwords enabling the
undersigned to make electronic filings with the SEC of reports
required or considered advisable under Section 16(a) of the
Securities Exchange Act of 1934 (the ?Exchange Act?) or any rule
or regulation of the SEC;
2. prepare, execute, acknowledge, deliver and file
with the SEC, any national securities exchange or securities
quotation system and Laureate Education, Inc. (the ?Company?)
any and all reports (including any amendment thereto) of the
undersigned required or considered advisable under Section 16(a)
of the Exchange Act and the rules and regulations thereunder,
with respect to the equity securities of the Company, including
Forms?3, 4 and 5;
3. seek or obtain, as the undersigned?s representative
and on the undersigned?s behalf, information regarding transactions
in the Company?s equity securities from any third party, including
the Company and any brokers, dealers, employee benefit plan
administrators and trustees, and the undersigned hereby authorizes
any such third party to release any such information to the
Attorney-in-Fact;
4. perform any and all other acts which in the discretion
of such Attorney-in-Fact are necessary or desirable for and on
behalf of the undersigned in connection with the foregoing.
The undersigned acknowledges that:
(a) this Limited Power of Attorney authorizes, but does not
require, the Attorney-in-Fact to act at his or her discretion on
information provided to such Attorney-in-Fact without independent
verification of such information;
(b) any documents prepared or executed by the Attorney-in
-Fact on behalf of the undersigned pursuant to this Limited Power of
Attorney will be in such form and will contain such information as the
Attorney-in-Fact, in his or her discretion, deems necessary or desirable;
(c) neither the Company nor the Attorney-in-Fact assumes any
liability for the undersigned?s responsibility to comply with the
requirements of Section 16 of the Exchange Act, any liability of the
undersigned for any failure to comply with such requirements, or any
liability of the undersigned for disgorgement of profits under
Section 16(b) of the Exchange Act; and
(d) this Limited Power of Attorney does not relieve the
undersigned from responsibility for compliance with the
undersigned?s obligations under Section 16 of the Exchange Act,
including, without limitation, the reporting requirements under
Section 16(a) of the Exchange Act.
The undersigned hereby grants to the Attorney-in-Fact full
power and authority to do and perform each and every act and
thing requisite, necessary or convenient to be done in connection
with the foregoing, as fully, to all intents and purposes, as the
undersigned might or could do in person, hereby ratifying and
confirming all that the Attorney-in-Fact, or his or her substitute or
substitutes, shall lawfully do or cause to be done by authority of
this Limited Power of Attorney.
This Limited Power of Attorney shall remain in full force
and effect until the undersigned is no longer required to file Forms?
3, 4 or 5 with respect to the undersigned?s holdings of and
transactions in equity securities of the Company, unless earlier
revoked by the undersigned in a signed writing delivered to the
Attorney-in-Fact.
IN WITNESS WHEREOF, the undersigned has
executed this Limited Power of Attorney as of
December 6, 2017.
Signature: /s/ Jose Roberto Loureiro
Print Name: Jose Roberto Loureiro