0001213900-24-077876.txt : 20240912
0001213900-24-077876.hdr.sgml : 20240912
20240912063353
ACCESSION NUMBER: 0001213900-24-077876
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240910
FILED AS OF DATE: 20240912
DATE AS OF CHANGE: 20240912
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Eilert Diana
CENTRAL INDEX KEY: 0002016073
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-56641
FILM NUMBER: 241293847
MAIL ADDRESS:
STREET 1: 1933 N. MEACHAM RD., SUITE 310
CITY: SCHAUMBURG
STATE: IL
ZIP: 60173
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Keypath Education International, Inc.
CENTRAL INDEX KEY: 0001865852
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200]
ORGANIZATION NAME: 07 Trade & Services
IRS NUMBER: 862590572
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0630
BUSINESS ADDRESS:
STREET 1: 1501 WOODFIELD RD,
STREET 2: SUITE 204N
CITY: SCHAUMBURG
STATE: IL
ZIP: 60173
BUSINESS PHONE: 224-419-7988
MAIL ADDRESS:
STREET 1: 1501 WOODFIELD RD,
STREET 2: SUITE 204N
CITY: SCHAUMBURG
STATE: IL
ZIP: 60173
4
1
ownership.xml
X0508
4
2024-09-10
1
0001865852
Keypath Education International, Inc.
NONE
0002016073
Eilert Diana
C/O KEYPATH EDUCATION INTERNATIONAL, INC
1501 WOODFIELD RD, SUITE 204N
SCHAUMBURG
IL
60173
1
0
0
0
0
Common Stock
2024-09-10
4
D
0
92863
0.58
D
0
D
Common Stock
2024-09-10
4
D
0
2696
0.58
D
0
I
By Spouse
Consists of shares of common stock, par value $0.01 per share ("Common Stock"), of Keypath Education International, Inc. (the "Issuer") underlying issued and outstanding CHESS Depositary Interests ("CDIs") that have been listed by the Issuer for trading on the Australian Securities Exchange (the "ASX"). CDIs are convertible at the option of the holder thereof into shares of Common Stock on a 1-for-1 basis. The Issuer's CDIs were suspended from trading on the ASX on September 5, 2024 Australian Eastern Standard Time ("AEST") and were delisted from the ASX on September 11, 2024 AEST.
Disposition of shares pursuant to the Agreement and Plan of Merger, dated as of May 23, 2024 (the "Merger Agreement"), by and among Karpos Intermediate, LLC, a Delaware limited liability company ("Parent"), Karpos Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent ("Merger Sub"), and the Issuer. Pursuant to the Merger Agreement, Merger Sub was merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent.
In the Merger, each share of Common Stock outstanding immediately prior to the effective time of the Merger (the "Effective Time"), other than shares of Common Stock held by Rollover Stockholders (as defined in the Merger Agreement), the Issuer, Parent, Merger Sub and stockholders who have validly exercised their appraisal rights under the Delaware General Corporation Law, were canceled and converted into the right to receive $0.87 Australian Dollars ("A$") in cash, without interest, less any applicable withholding taxes (the "Transaction Consideration"). The Transaction Consideration is reported in column 4 in U.S. Dollars using a foreign exchange rate of 1 U.S. Dollar to approximately 1.50 Australian Dollars on the effective date of the Merger.
For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Person disclaims beneficial ownership of such securities, except to the extent of her pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.
As contemplated by the Merger Agreement, the Issuer canceled all outstanding stock options of the Issuer ("Keypath Options") at the Effective Time for no consideration, as all Keypath Options had exercise prices greater than or equal to the Transaction Consideration as of the Effective Time.
/s/ Eric Israel, attorney-in-fact
2024-09-11