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LAUREATE EDUCATION, INC. — Director's Dealing 2017
Jul 24, 2017
31075_dirs_2017-07-24_5b79e93c-40a7-4642-b08d-a0a311b4ee37.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: 2017-07-20
Reporting Person: Martinez Alfonso (See Remarks)
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2017-07-20 | Employee Stock Option (right to buy) | $23.20 | D | 7000 | Disposed | 2023-10-02 | Class B Common Stock (7000) | Direct |
| 2017-07-20 | Employee Stock Option (right to buy) | $17.44 | A | 7000 | Acquired | 2023-10-02 | Class B Common Stock (7000) | Direct |
| 2017-07-20 | Employee Stock Option (right to buy) | $23.20 | D | 7000 | Disposed | 2023-10-02 | Class B Common Stock (7000) | Direct |
| 2017-07-20 | Employee Stock Option (right to buy) | $17.44 | A | 7000 | Acquired | 2023-10-02 | Class B Common Stock (7000) | Direct |
| 2017-07-20 | Employee Stock Option (right to buy) | $23.20 | D | 2927 | Disposed | 2024-07-10 | Class B Common Stock (2927) | Direct |
| 2017-07-20 | Employee Stock Option (right to buy) | $17.44 | A | 2927 | Acquired | 2024-07-10 | Class B Common Stock (2927) | Direct |
| 2017-07-20 | Employee Stock Option (right to buy) | $23.20 | D | 1463 | Disposed | 2024-07-10 | Class B Common Stock (1463) | Direct |
| 2017-07-20 | Employee Stock Option (right to buy) | $17.44 | A | 1463 | Acquired | 2024-07-10 | Class B Common Stock (1463) | Direct |
| 2017-07-20 | Employee Stock Option (right to buy) | $23.20 | D | 2943 | Disposed | 2025-03-04 | Class B Common Stock (2943) | Direct |
| 2017-07-20 | Employee Stock Option (right to buy) | $17.44 | A | 2943 | Acquired | 2025-03-04 | Class B Common Stock (2943) | Direct |
| 2017-07-20 | Employee Stock Option (right to buy) | $23.20 | D | 1471 | Disposed | 2025-03-04 | Class B Common Stock (1471) | Direct |
| 2017-07-20 | Employee Stock Option (right to buy) | $17.44 | A | 1471 | Acquired | 2025-03-04 | Class B Common Stock (1471) | Direct |
| 2017-07-20 | Employee Stock Option (right to buy) | $23.24 | D | 1900 | Disposed | 2026-05-02 | Class B Common Stock (1900) | Direct |
| 2017-07-20 | Employee Stock Option (right to buy) | $17.44 | A | 1900 | Acquired | 2026-05-02 | Class B Common Stock (1900) | Direct |
Footnotes
F1: 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.
F2: 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.
F3: 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.
F4: 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.
F5: 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.
F6: 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.
F7: 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.
F8: 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.
F9: 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.