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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock | (2) | 06/17/2018 | M | 8,875 | 06/17/2018 | (2) | Class B Common Stock | 8,875 | $ 0 | 0 | D | ||||
Class B Common Stock | (3) | 06/17/2018 | M | 8,875 | (3) | (3) | Class A Common Stock | 8,875 | $ 0 | 9,216 | D | ||||
Class B Common Stock | (3) | 06/17/2018 | F | 2,162 | (4) | (4) | Class A Common Stock | 2,162 | $ 0 | 7,054 | D | ||||
Class B Common Stock | (3) | 06/17/2018 | C | 6,713 | (3) | (3) | Class A Common Stock | 6,713 | $ 0 | 341 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Hurtado Juan Jose 650 S. EXETER STREET 12TH FLOOR BALTIMORE, MD 21202 |
SVP Operations |
/s/ Sean P. Mulcahy, Attorney-in-Fact | 06/19/2018 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Represents the net issuance of shares in connection with the vesting of 3,625 Performance Share Units originally awarded pursuant to a Performance Share Units Notice dated October 25, 2016, the terms of which provide that 3,625 PSUs granted thereunder shall vest upon satisfaction of the performance goals set forth therein. Upon their vesting, the PSUs granted pursuant to the October 2016 award were originally issueable as shares of Class B Common Stock of the Company. The reporting person has previously provided a standing instruction to convert the issueable Class B Shares to Class A Shares upon their issuance. Shares of Class B Common Stock of the Company are convertible to shares of Class A Common Stock upon the written election of the shareholder and otherwise in accordance with the Company's charter. In connection with the PSUs' vesting, 883 shares were withheld to satisfy the reporting person's withholding tax obligations. This amount was determined based upon the closing price on the date immediately prior to the vesting date of $14.63 per share of Class A Common Stock as traded on the NASDAQ Stock Exchange. |
(2) | Each Restricted Stock Unit ("RSU") represents the right to receive one share of Class B Common Stock, as previously reported by the reporting person at footnote 2 of the Form 3 filed on January 11, 2018. |
(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) | In connection with the RSUs' vesting, 2,162 shares were withheld to satisfy the reporting person's withholding tax obligations. This amount was determined based upon the closing price on the date immediately prior to the vesting date of $14.63 per share of Class A Common Stock as traded on the NASDAQ Stock Exchange. |