0001104659-17-046559.txt : 20170724 0001104659-17-046559.hdr.sgml : 20170724 20170724170613 ACCESSION NUMBER: 0001104659-17-046559 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170720 FILED AS OF DATE: 20170724 DATE AS OF CHANGE: 20170724 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Martinez Alfonso CENTRAL INDEX KEY: 0001456592 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38002 FILM NUMBER: 17978806 MAIL ADDRESS: STREET 1: 650 S. EXETER STREET CITY: BALTIMORE STATE: MD ZIP: 21202 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: LAUREATE EDUCATION, INC. CENTRAL INDEX KEY: 0000912766 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 521492296 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 650 S. EXETER STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4108436100 MAIL ADDRESS: STREET 1: 650 S. EXETER STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: SYLVAN LEARNING SYSTEMS INC DATE OF NAME CHANGE: 19930929 4 1 a4.xml 4 X0306 4 2017-07-20 1 0000912766 LAUREATE EDUCATION, INC. LAUR 0001456592 Martinez Alfonso 650 S. EXETER STREET 12TH FLOOR BALTIMORE MD 21202 0 1 0 0 See Remarks Employee Stock Option (right to buy) 23.20 2017-07-20 4 D 0 7000 0.00 D 2023-10-02 Class B Common Stock 7000 0 D Employee Stock Option (right to buy) 17.44 2017-07-20 4 A 0 7000 0.00 A 2023-10-02 Class B Common Stock 7000 7000 D Employee Stock Option (right to buy) 23.20 2017-07-20 4 D 0 7000 0.00 D 2023-10-02 Class B Common Stock 7000 0 D Employee Stock Option (right to buy) 17.44 2017-07-20 4 A 0 7000 0.00 A 2023-10-02 Class B Common Stock 7000 7000 D Employee Stock Option (right to buy) 23.20 2017-07-20 4 D 0 2927 0.00 D 2024-07-10 Class B Common Stock 2927 0 D Employee Stock Option (right to buy) 17.44 2017-07-20 4 A 0 2927 0.00 A 2024-07-10 Class B Common Stock 2927 2927 D Employee Stock Option (right to buy) 23.20 2017-07-20 4 D 0 1463 0.00 D 2024-07-10 Class B Common Stock 1463 0 D Employee Stock Option (right to buy) 17.44 2017-07-20 4 A 0 1463 0.00 A 2024-07-10 Class B Common Stock 1463 1463 D Employee Stock Option (right to buy) 23.20 2017-07-20 4 D 0 2943 0.00 D 2025-03-04 Class B Common Stock 2943 0 D Employee Stock Option (right to buy) 17.44 2017-07-20 4 A 0 2943 0.00 A 2025-03-04 Class B Common Stock 2943 2943 D Employee Stock Option (right to buy) 23.20 2017-07-20 4 D 0 1471 0.00 D 2025-03-04 Class B Common Stock 1471 0 D Employee Stock Option (right to buy) 17.44 2017-07-20 4 A 0 1471 0.00 A 2025-03-04 Class B Common Stock 1471 1471 D Employee Stock Option (right to buy) 23.24 2017-07-20 4 D 0 1900 0.00 D 2026-05-02 Class B Common Stock 1900 0 D Employee Stock Option (right to buy) 17.44 2017-07-20 4 A 0 1900 0.00 A 2026-05-02 Class B Common Stock 1900 1900 D The transactions reported herein reflect a one-time stock option repricing (the "Option Repricing") that became effective on July 20, 2017. Pursuant to the Option Repricing, the exercise price of each "Relevant Option" (any stock option awarded by Laureate Education, Inc. (the "Company") between October 2, 2013 and December 31, 2016 (inclusive)) has been amended to reduce such exercise price to $17.44, which was the average closing price of a share of the Company's Class A common stock, par value $0.004 per share ("Class A Common Stock") as reported on the Nasdaq Global Select Market over the twenty (20) calendar days preceding July 20, 2017. There have been no other changes to the terms of the Relevant Options. 5,600 of these options are exerciseable immediately. Subject to the reporting person's continued employment by the Company, 20% of these options will become exercisable on December 31, 2017. Each share of the Company's Class B common stock, par value $0.004 per share ("Class B Common Stock") is convertible into one share of Class A Common Stock upon the election of the holder or upon transfer, subject to the terms of the Company's Amended and Restated Certificate of Incorporation. 5,600 of these options are exerciseable immediately. Subject to the reporting person's continued employment by the Company, 20% of these options will become vested and exercisable if the Company achieves the applicable equity value target determined pursuant to the Company's 2013 Long-Term Incentive Plan, as amended (the "Equity Value Target") with respect to fiscal year 2017. 1,756 of these options are exerciseable immediately. Subject to the reporting person's continued employment by the Company, (A) 20% of these options will become exercisable on December 31, 2017 and (B) 20% of these options will become exercisable on December 31, 2018. 876 of these options are exerciseable immediately. Subject to the reporting person's continued employment by the Company, (A) 20% of these options will become vested and exercisable if the Company achieves the applicable Equity Value Target with respect to fiscal year 2017, and (B) 20% of these options will become vested and exercisable if the Company achieves the applicable Equity Value Target with respect to fiscal year 2018. 1,177 of these options are exerciseable immediately. Subject to the reporting person's continued employment by the Company, (A) 20% of these options will become exercisable on December 31, 2017, (B) 20% of these options will become exercisable on December 31, 2018, and (C) 20% of these options will become exercisable on December 31, 2019. 588 of these options are exerciseable immediately. Subject to the reporting person's continued employment by the Company, (A) 20% of these options will become vested and exercisable if the Company achieves the applicable Equity Value Target with respect to fiscal year 2017, (B) 20% of these options will become vested and exercisable if the Company achieves the applicable Equity Value Target with respect to fiscal year 2018, and (C) 20% of these options will become vested and exercisable if the Company achieves the applicable Equity Value Target with respect to fiscal year 2019. 633 of these options are exerciseable immediately. Subject to the reporting person's continued employment by the Company, (A) one-third (1/3) of these options will become exercisable on December 31, 2017, and (B) one-third (1/3) of these options will become exercisable on December 31, 2018. The reporting person's employment as Chief Human Resources Officer of the Company terminated effective May 31, 2017. /s/ Thomas J. Plotz, Attorney-in-Fact 2017-07-24