FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 01/01/2018 |
3. Issuer Name and Ticker or Trading Symbol
LAUREATE EDUCATION, INC. [ LAUR ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Class A Common Stock | 402 | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Class B Common Stock | (1) | (1) | Class A Common Stock | 7,681 | (1) | D | |
Restricted Stock Units | 06/17/2018 | (2) | Class B Common Stock | 8,928 | (2) | D | |
Restricted Stock Units | (3) | (3) | Class A Common Stock | 802 | (3) | D | |
Employee Stock Option (Right to Buy) | (4) | 12/09/2020 | Class B Common Stock | 67,500 | $21.52 | D | |
Employee Stock Option (Right to Buy) | (4) | 10/02/2023 | Class B Common Stock | 46,911 | $17.44 | D | |
Employee Stock Options (Right to Buy) | (5) | 06/14/2027 | Class A Common Stock | 2,233 | $17.89 | D | |
Performance Share Units | (6) | (6) | Class A Common Stock | 30,000 | (6) | D |
Explanation of Responses: |
1. 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. |
2. 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. |
3. 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. |
4. These options are fully vested and exercisable immediately. |
5. 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. |
6. 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 | 01/11/2018 | |
** 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 5 (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. |