-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FaU7CJCRZeH3+UXVrICzXUzsmaxpkrIxDAxVtcp/yw1THxPFMcTeWnl8NnWep2+R iSD6Hy0qKmrNXzDiesm27w== 0000950172-04-001611.txt : 20040630 0000950172-04-001611.hdr.sgml : 20040630 20040630153230 ACCESSION NUMBER: 0000950172-04-001611 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040629 FILED AS OF DATE: 20040630 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: STRAYER EDUCATION INC CENTRAL INDEX KEY: 0001013934 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 521975978 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1100 WILSON BLVD., SUITE 2500 CITY: ARLINGTON STATE: VA ZIP: 22209 BUSINESS PHONE: 703-247-2500 MAIL ADDRESS: STREET 1: 1100 WILSON BLVD., SUITE 2500 CITY: ARLINGTON STATE: VA ZIP: 22209 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NEW MOUNTAIN PARTNERS LP CENTRAL INDEX KEY: 0001105474 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21039 FILM NUMBER: 04891337 BUSINESS ADDRESS: STREET 1: C/O STEVEN B KLINKSY STREET 2: 712 FIFTH AVE 23RD FL CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2127200300 MAIL ADDRESS: STREET 1: 712 FIFTH AVE STREET 2: 23RD FL CITY: NEW YORK STATE: NY ZIP: 10019 4 1 primary_doc.xml PRIMARY DOCUMENT X0202 4 2004-06-29 0 0001013934 STRAYER EDUCATION INC STRA 0001105474 NEW MOUNTAIN PARTNERS LP 712 FIFTH AVE 23RD FL NEW YORK NY 10019 0 0 1 0 Common Stock 2004-06-29 4 C 0 875120 26 A 1642120 D Series A Convertible Preferred Stock 26 2004-06-29 4 C 0 875120 26 D Common Stock 875120 0 D On June 29, 2004, New Mountain Partners, L.P. ("New Mountain") converted all of its shares of Series A Convertible Preferred Stock of the Issuer ("Series A Preferred Stock") in accordance with Article 7 of the Articles Supplementary of the Issuer. The Series A Preferred Stock is subject to certain restrictions as set forth in the Articles Supplementary of the Issuer, the Shareholders' Agreement, dated as of March 16, 2001, by and between New Mountain and MidOcean Capital Investors, L.P. (as successor to DB Capital Investors, L.P.)("MidOcean"), the Letter Agreement, dated November 14, 2002, among the Issuer, New Mountain and MidOcean, the February 2004 Letter Agreement, dated February 3, 2004, among the Issuer, New Mountain and MidOcean, and the March 2004 Letter Agreement, dated March 9, 2004, among the Issuer, New Mountain, MidOcean and New Mountain Strayer Trust. The conversion price of the Series A Preferred Stock is subject to antidilution and other adjustments. The Series A Preferred Stock is immediately exercisable. There is no expiration date for the Series A Preferred Stock. The number of shares of Common Stock underlying the Series A Preferred Stock increases as dividends accumulate and compound on a daily basis. NEW MOUNTAIN PARTNERS, L.P., by its General Partner, New Mountain Investments, L.P., by its General Partner, New Mountain GP, LLC, Steven B. Klinsky, Member 2004-06-29 -----END PRIVACY-ENHANCED MESSAGE-----