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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (right to buy) | $ 23.2 | 07/20/2017 | D(1) | 7,000 | (2) | 10/02/2023 | Class B Common Stock (3) | 7,000 | $ 0 | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 17.44 | 07/20/2017 | A(1) | 7,000 | (2) | 10/02/2023 | Class B Common Stock (3) | 7,000 | $ 0 | 7,000 | D | ||||
| Employee Stock Option (right to buy) | $ 23.2 | 07/20/2017 | D(1) | 7,000 | (4) | 10/02/2023 | Class B Common Stock (3) | 7,000 | $ 0 | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 17.44 | 07/20/2017 | A(1) | 7,000 | (4) | 10/02/2023 | Class B Common Stock (3) | 7,000 | $ 0 | 7,000 | D | ||||
| Employee Stock Option (right to buy) | $ 23.2 | 07/20/2017 | D(1) | 2,927 | (5) | 07/10/2024 | Class B Common Stock (3) | 2,927 | $ 0 | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 17.44 | 07/20/2017 | A(1) | 2,927 | (5) | 07/10/2024 | Class B Common Stock (3) | 2,927 | $ 0 | 2,927 | D | ||||
| Employee Stock Option (right to buy) | $ 23.2 | 07/20/2017 | D(1) | 1,463 | (6) | 07/10/2024 | Class B Common Stock (3) | 1,463 | $ 0 | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 17.44 | 07/20/2017 | A(1) | 1,463 | (6) | 07/10/2024 | Class B Common Stock (3) | 1,463 | $ 0 | 1,463 | D | ||||
| Employee Stock Option (right to buy) | $ 23.2 | 07/20/2017 | D(1) | 2,943 | (7) | 03/04/2025 | Class B Common Stock (3) | 2,943 | $ 0 | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 17.44 | 07/20/2017 | A(1) | 2,943 | (7) | 03/04/2025 | Class B Common Stock (3) | 2,943 | $ 0 | 2,943 | D | ||||
| Employee Stock Option (right to buy) | $ 23.2 | 07/20/2017 | D(1) | 1,471 | (8) | 03/04/2025 | Class B Common Stock (3) | 1,471 | $ 0 | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 17.44 | 07/20/2017 | A(1) | 1,471 | (8) | 03/04/2025 | Class B Common Stock (3) | 1,471 | $ 0 | 1,471 | D | ||||
| Employee Stock Option (right to buy) | $ 23.24 | 07/20/2017 | D(1) | 1,900 | (9) | 05/02/2026 | Class B Common Stock (3) | 1,900 | $ 0 | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 17.44 | 07/20/2017 | A(1) | 1,900 | (9) | 05/02/2026 | Class B Common Stock (3) | 1,900 | $ 0 | 1,900 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Martinez Alfonso 650 S. EXETER STREET 12TH FLOOR BALTIMORE, MD 21202 |
See Remarks | |||
| /s/ Thomas J. Plotz, Attorney-in-Fact | 07/24/2017 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | 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. |
| (2) | 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. |
| (3) | 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. |
| (4) | 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. |
| (5) | 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. |
| (6) | 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. |
| (7) | 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. |
| (8) | 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. |
| (9) | 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. |
| Remarks: The reporting person's employment as Chief Human Resources Officer of the Company terminated effective May 31, 2017. | |