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LAUREATE EDUCATION, INC. — Director's Dealing 2007
Aug 22, 2007
31075_dirs_2007-08-22_500b4532-5d24-42ac-83f3-5d8bf9a2cd84.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: LAUREATE EDUCATION, INC. (LAUR)
CIK: 0000912766
Period of Report: 2007-07-12
Reporting Person: Nickel Daniel (EVP, Corporate Operations)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2007-07-12 | Common Stock | F | 7416 | $61.95 | Disposed | 22584 | Direct |
| 2007-08-17 | Common Stock | S | 12584 | $62 | Disposed | 10000 | Direct |
| 2007-08-17 | Common Stock | S | 10000 | $62 | Disposed | 0 | Direct |
| 2007-08-17 | Common Stock | J | 135076 | $4.59 | Acquired | 135076 | Direct |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2007-08-17 | Stock options (rt to buy) | $45.88 | D | 20000 | Disposed | Common stock (20000) | Direct | |
| 2007-08-17 | Stock options (rt to buy) | $46.38 | D | 40000 | Disposed | Common Stock (40000) | Direct |
Footnotes
F1: On July 12, 2007, 7,416 shares of Issuer stock then held by Mr. Nickel was cancelled to pay taxes due in connection with the vesting, upon change of control of the Issuer, of restricted stock of the Issuer held by Mr. Nickel.
F2: Immediately prior to the effectiveness of the merger of L Curve Sub Inc. with and into the Issuer, Mr. Nickel sold these shares to Wengen Alberta, Limited Partnership, the parent company of the Issuer, as of the effectiveness of the Merger. Immediately subsequent to the effectiveness of the merger Mr. Nickel was issued 135,076 shares of the Issuer. Based on post-merger capitalization of the Issuer, the 135,076 shares have a value to Mr. Nickel equivalent to the value of selling 10,000 shares at $62 per share.
F3: Upon the effectiveness of the merger of L Curve Sub Inc. with and into the Issuer on August 17, 2007, all vested and exercisable options to purchase shares of Issuer were cancelled in exchange for the holder's right to receive cash consideration for each option in an amount equal to the difference between $62 and the per option exercise price, which consideration will be paid to the holder on or before August 24, 2007. Upon change of control of the Issuer in July 2007, all options held by Mr. Nickel became vested and exercisable.
F4: Not applicable. Upon the effectiveness of the merger of L Curve Sub Inc. with and into the Issuer on August 17, 2007, all outstanding options of Issuer were cancelled.