| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
STRAYER EDUCATION INC [ STRA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/10/2004 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 03/10/2004 | X | 233,000 | A | $30 | 233,000 | I | MidOcean Capital Investors, L.P. is the direct beneficial owner of the shares. | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series A Convertible Preferred Stock(4)(5) | $26 | (1) | (2) | Common Stock | 858,432(3) | 858,432 | I | see footnote(6)(7) | |||||||
| Options to Purchase Common Stock | $30 | 03/10/2004 | X | 233,000 | (1) | 05/15/2004 | Common Stock | 233,000 | $30 | 0 | I | see footnote(6)(7) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Immediately |
| 2. None |
| 3. The number of shares of common stock underlying the Series A Convertible Preferred Stock will increase as dividends accumulate and compound. The number of underlying shares that are reported as deemed owned reflects dividends that have accrued through the filing date. |
| 4. The conversion price of the Series A Convertible Preferred Stock is subject to certain anti-dilution adjustments. |
| 5. The Series A Convertible Preferred Stock is subject to certain restrictions as set forth in the Articles Supplementary of Strayer Education, Inc. ("Strayer") and a Shareholders Agreement dated as of March 16, 2001 by and between New Mountain Partners, L.P. and DB Capital Investors, L.P., as amended. |
| 6. MidOcean Capital Investors, L.P. is the direct owner of the reported securities (the "Shares"). This Form 4 is being filed jointly by Ultramar Capital Ltd., a Cayman Islands exempted company ("Ultramar"), J. Edward Virtue ("Virtue"), MidOcean Associates, SPC, a Cayman Islands exempted company registered as a segregated portfolio company ("Associates"), MidOcean Partners, LP, a Cayman limited partnership ("MidOcean"), Existing Fund GP, Ltd., a Cayman Islands exempted company ("Existing Fund"), MidOcean Capital Partners, L.P., a Delaware limited partnership ("MOCP"), and MidOcean Capital Investors, L.P., a Delaware limited partnership ("MCILP"). MOCP, Existing Fund, MidOcean and Associates may all be deemed to be beneficial owners of the Shares as a result of their direct or indirect control relationship with MCILP. |
| 7. MOCP is the general partner of MCILP. Existing Fund is the general partner of MOCP. MidOcean is the sole owner of Existing Fund and a limited partner in MOCP, and Associates is the general partner of MidOcean. Ultramar is the sole owner of Associates. J. Edward Virtue may be deemed the beneficial owner of the Shares because he indirectly controls the Shares, but disclaims beneficial ownership except to the extent of his pecuniary interest therein. |
| MidOcean Capital Partners, L.P. by Existing Fund GP Ltd., its general partner, by J. Edward Virtue, Managing Director | 03/10/2004 | |
| J. Edward Virtue | 03/10/2004 | |
| Ultramar Capital Ltd., by J. Edward Virtue, Chief Executive Officer | 03/10/2004 | |
| Existing Fund GP Ltd., by J. Edward Virtue, Managing Director | 03/10/2004 | |
| MidOcean Partners, LP by MidOcean Associates, SPC, its general partner, by J. Edward Virtue, Chief Executive Officer | 03/10/2004 | |
| MidOcean Associates, SPC, by J. Edward Virtue, Managing Director | 03/10/2004 | |
| MidOcean Capital Investors, L.P., by MidOcean Capital Partners, L.P., by Existing Fund GP Ltd., its general partner, by J. Edward Virtue, Managing Director | 03/10/2004 | |
| ** 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 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). | ||
| 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. | ||