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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 Units | (4) | 12/31/2017 | M | 280 | (5) | (5) | Class B Common Stock | 280 | (5) | 281 | D | ||||
Class B Common Stock | (1) | 12/31/2017 | M | 280 | (5) | (5) | Class A Common Stock | 280 | (5) | 357 | D | ||||
Class B Common Stock | (1) | 12/31/2017 | F(3) | 102 | (3) | (3) | Class A Common Stock | 102 | $ 13.59 | 77 | D | ||||
Class B Common Stock | (1) | 12/31/2017 | C | 178 | (1) | (1) | Class A Common Stock | 178 | (1) | 179 | D | ||||
Restricted Stock Units | (2) | 12/31/2017 | M | 668 | (6) | (6) | Class A Common Stock | 668 | (6) | 1,334 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Darmon Tal 650 S. EXETER STREET 12TH FLOOR BALTIMORE, MD 21202 |
Chief Accounting Officer |
/s/ Sean P. Mulcahy, Attorney-in-Fact | 01/03/2018 | |
**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) | 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) | As reported in Footnote 1 of the Reporting Person's Form 4 filed on June 17, 2017, each Restricted Stock Unit represents the right to receive one share of Class A common stock of the Company subject to the Reporting Person's continued employment by the Company. |
(3) | Shares withheld from Restricted Stock Unit vestings in satisfaction of tax obligations based on closing price of $13.59 on December 28, 2017 of the Company's Class A common stock as traded on the NASDAQ stock exchange. |
(4) | As reported at Footnote 10 in the Reporting Person's Form 3, each Restricted Stock Unit represents the right to receive one share of the Company's Class B common stock, subject to the reporting person's continued employment by the Company. |
(5) | On May 2, 2016, the Reporting Person was granted 841 Restricted Stock Units (which vest as Class B shares of common stock) vesting in one-third annual installments on December 31, 2016, December 31, 2017, and December 31, 2018, subject to the Reporting Person's continued employment by the Company. |
(6) | On June 14, 2017, the Reporting Person was granted 2,002 Restricted Stock Units (which vest as Class A shares of common stock) vesting in one-third annual installments on December 31, 2017, December 31, 2018 and December 31, 2019, subject to the Reporting Person's continued employment by the Company. |