SEC Form 4
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*
NEW MOUNTAIN INVESTMENTS LP

(Last) (First) (Middle)
712 FIFTH AVENUE, 23RD FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
STRAYER EDUCATION INC [ STRA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/14/2004
4. 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 Acquired, Disposed of, or Beneficially Owned
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
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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(1) $26(2) 01/14/2004 J(3)(4)(5) 350,000 (6) (7) Common Stock 384,994 $0 2,454,233(8) I See Note(9)
Explanation of Responses:
1. The Series A Convertible Preferred Stock is subject to certain restrictions as set forth in the Articles Supplementary of the Issuer, a Shareholder's Agreement, dated as of March 16, 2001, by and between New Mountain Partners, L.P. ("New Mountain") and DB Capital Investors, L.P. ("DB Capital") and a Letter Agreement, dated November 14, 2002, among the Issuer and New Mountain and DB Capital, in each case as amended to date.
2. The conversion price of the Series A Convertible Preferred Stock is subject to anti-dilution and other adjustments.
3. On January 14, 2004 New Mountain deposited 350,000 shares of Series A Convertible Preferred Stock (the "Escrowed Shares") into an escrow account pursuant to an Escrow Agreement, dated as of January 14, 2004 (the "Escrow Agreement"), among New Mountain, Bank of America, N.A. as escrow agent and Bank of America, N.A. as trustee (the "Trustee") of the New Mountain Strayer Trust (the "Trust").
4. New Mountain has agreed to transfer the Escrowed Shares into the Trust (the "Transfer") subject to approval of the Transfer by the U.S. Department of Education and receipt of certain other regulatory approvals. The Escrow Agent will complete the Transfer of the Escrowed Shares to the Trust upon the receipt of such approvals (including any dividends received during the escrow period).
5. Upon deposit of the shares into escrow, New Mountain has also executed an irrevocable proxy transferring voting rights with regard to the Escrowed Shares to the Trustee pending the Transfer under the Escrow Agreement. If these approvals are not obtained by May 13, 2004, the Escrow Agreement and irrevocable proxy will terminate and the Escrowed Shares (and dividends) will revert to the Fund.
6. The Series A Convertible Preferred Stock is immediately exercisable.
7. There is no expiration date for the Series A Convertible Preferred Stock.
8. The number of shares of common stock underlying the Series A Convertible Preferred Stock increase as dividends accumulate on the Series A Convertible Preferred Stock.
9. The securities are beneficially owned directly by New Mountain. The Reporting Person is the General Partner of New Mountain.
New Mountain Investments, L.P. By: New Mountain GP, LLC, its general partner By: Steven B. Klinsky, Member 01/14/2004
** 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).
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