Filing Details
- Accession Number:
- 0001104659-20-000528
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2020-01-02 21:34:17
- Reporting Period:
- 2019-12-30
- Accepted Time:
- 2020-01-02 21:34:17
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 912766 | Laureate Education Inc. | LAUR | Services-Educational Services (8200) | 521492296 |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1011193 | Christopher Ruldolf Saric Hoehn | C/O Sterling Partners 401 N. Michigan Ave., Suite 3300 Chicago IL 60611 | Yes | No | Yes | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | Acquisiton | 2019-12-30 | 673,278 | $0.00 | 686,046 | No | 4 | M | Indirect | See footnotes. |
| Class A Common Stock | Disposition | 2019-12-30 | 673,278 | $17.37 | 12,768 | No | 4 | S | Indirect | See footnotes. |
| Class A Common Stock | Acquisiton | 2019-12-31 | 19,996 | $0.00 | 32,764 | No | 4 | M | Indirect | See footnotes. |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | M | Indirect | See footnotes. |
| No | 4 | S | Indirect | See footnotes. |
| No | 4 | M | Indirect | See footnotes. |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Class B Common Stock | Employee Stock Option (Right to Buy) | Disposition | 2019-12-30 | 673,278 | $0.00 | 673,278 | $17.00 |
| Class A Common Stock | Class B Common Stock | Acquisiton | 2019-12-30 | 673,278 | $0.00 | 673,278 | $0.00 |
| Class A Common Stock | Class B Common Stock | Disposition | 2019-12-30 | 673,278 | $0.00 | 673,278 | $0.00 |
| Class B Common Stock | Employee Stock Option (Right to Buy) | Disposition | 2019-12-31 | 19,996 | $0.00 | 19,996 | $17.00 |
| Class A Common Stock | Class B Common Stock | Acquisiton | 2019-12-31 | 19,996 | $0.00 | 19,996 | $0.00 |
| Class A Common Stock | Class B Common Stock | Disposition | 2019-12-31 | 19,996 | $0.00 | 19,996 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 19,996 | 2017-02-06 | 2019-12-31 | No | 4 | M | Indirect |
| 673,278 | 2019-12-30 | No | 4 | M | Indirect | |
| 673,278 | 2019-12-30 | No | 4 | M | Indirect | |
| 0 | 2017-02-06 | 2019-12-31 | No | 4 | M | Indirect |
| 19,996 | 2019-12-31 | No | 4 | M | Indirect | |
| 19,996 | 2019-12-31 | No | 4 | M | Indirect |
Footnotes
- Represents the number of shares that were acquired upon conversion of Class B Common Stock ("Class B Common Stock") of Laureate Education, Inc. ("Laureate") to Class A Common Stock of Laureate ("Class A Common Stock").
- Each share of Class B Common Stock is convertible into one share of Class A Common Stock 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. In light of the Founders' Agreement, each of Messrs. Becker and Taslitz may be deemed to indirectly beneficially own a portion of the options, the shares of Class B Common Stock of Laureate issued upon exercise thereof (as well as the shares of Class A Common Stock issued upon conversion thereof) and has made a separate Form 4 filing with respect thereto.
- The sales reported on this Form 4 were effected for purposes of funding the payment of the exercise price, and satisfaction of tax withholding obligations, in connection with the exercise of options expiring on December 31, 2019, pursuant to a Rule 10b5-1 trading plan adopted by Mr. Becker on September 13, 2019.
- The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions on December 30, 2019 at prices ranging from $17.195 to $17.805, inclusive. The reporting person undertakes to provide to Laureate, any security holder of Laureate or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- Represents an option to purchase shares of Class B Common Stock issued to Mr. Becker.
- The shares of Class B Common Stock shown as beneficially owned in this report do not include other shares beneficially owned directly or indirectly, through Wengen or otherwise, by the Reporting Person.
- Represents the number of shares of Class B Common Stock that were acquired upon the exercise of an option to purchase shares of Class B Common Stock issued to Mr. Becker.
- In addition to the transactions reported on this Form 4, an option issued to Mr. Becker exercisable for 1,386,549 shares at an exercise price of $21.32 expired on December 31, 2019.
- 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.
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