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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 | ||||||||
Performance Share Units | (2) | 03/15/2019 | M | 1,881 | (2) | (2) | Class B Common Stock | 1,881 | (2) | 0 | D | ||||
Class B Common Stock | (1) | 03/15/2019 | F | 727 | (1) | (1) | Class A Common Stock | 727 (3) | $ 14.97 | 1,333 | D | ||||
Class B Common Stock | (1) | 03/15/2019 | C | 1,154 | (1) | (1) | Class A Common Stock | 1,154 | (1) | 179 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Darmon Tal 650 S. EXETER STREET 12TH FLOOR BALTIMORE, MD 21202 |
Chief Accounting Officer |
/s/ Sean P. Mulcahy, Attorney-in-Fact | 03/19/2019 | |
**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) | Each share of Class B Common Stock ("Class B Common Stock") of Laureate Education, Inc. (the "Company") is convertible into one share of Class A Common Stock of the Company ("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. |
(2) | As reported at footnote 8 in the reporting person's Form 3 filed on January 31, 2017, vesting of these performance units (and the total amount of performance units to vest) was dependent on the Company's achievement of performance goals from the period from January 1, 2016 through December 31, 2018. Based on the determination of the Company's Compensation Committee of its Board of Directors, a total of 1,881 performance units have vested for this award. |
(3) | On the trading day immediately prior to March 15, 2019 (the "Vesting Date"), the closing price of one share of the Company's Class A Common Stock traded on the NASDAQ Stock Exchange was $14.97. On the Vesting Date, 727 shares of the Company's Class B Common Stock otherwise issuable upon the vesting of the performance units reported in footnote 2 were forfeited to pay the applicable withholding taxes due in connection with the vesting of those units. |