SEC FORM 3

SEC Form 3

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^*

Goldthwaite Todd

(Last)

(First)

(Middle)

11720 PLAZA AMERICA DRIVE

9TH FLOOR

(Street)

RESTON

20190

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/07/2023

3. Issuer Name and Ticker or Trading Symbol
Stride, Inc. [ LRN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Managing Director

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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)
Common Stock	88,222	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Restricted Stock Right⁽¹⁾	⁽¹⁾	09/15/2024	Common Stock	3,030	⁽¹⁾	D
Restricted Stock Right⁽²⁾	⁽²⁾	09/15/2025	Common Stock	3,335	⁽²⁾	D
Restricted Stock Right⁽³⁾	⁽³⁾	09/15/2026	Common Stock	1,840	⁽³⁾	D

Explanation of Responses:

1. Each restricted stock right represents a contingent right to receive one share of Stride common stock. The restricted stock right vests upon Stride's common stock achieving an average stock price that equals or exceeds $41.45 per share based on the average 20-calendar day closing price on the next following trading date after September 15, 2024.

2. Represents an award of restricted stock rights, each of which represents a contingent right to receive one share of the Company's common stock. The restricted stock rights will vest based on the achievement of certain compound annual growth rates in the price of the Company's common stock between the award date and September 15, 2025, subject to earlier vesting in certain circumstances described in the applicable award agreement. The amount reported herein represents the threshold amount under the award.

3. Represents an award of restricted stock rights, each of which represents a contingent right to receive one share of the Company's common stock. The restricted stock rights will vest based on the achievement of certain compound annual growth rates in the price of the Company's common stock between the award date and September 15, 2026, subject to earlier vesting in certain circumstances described in the applicable award agreement. The amount reported herein represents the threshold amount under the award.

	/s/ John C. Grothaus, Attorney-in-fact	12/15/2023
	** 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.