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LAUREATE EDUCATION, INC. — Director's Dealing 2017
Feb 1, 2017
31075_dirs_2017-01-31_765940b1-93b7-43a1-815f-92677d6a4fd1.zip
Director's Dealing
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SEC Form 3 — Initial Statement of Beneficial Ownership
Issuer: LAUREATE EDUCATION, INC. (LAUR)
CIK: 0000912766
Period of Report: 2017-01-31
Reporting Person: Darmon Tal (Chief Accounting Officer)
Holdings (Derivative)
| Security | Exercise Price | Expiration | Underlying | Shares | Ownership |
|---|---|---|---|---|---|
| Class B Common Stock | $0.00 | Class A Common Stock (179) | Direct | ||
| Employee Stock Option (right to buy) | $26.92 | 2022-03-04 | Class B Common Stock (3125) | Direct | |
| Employee Stock Option (right to buy) | $26.92 | 2022-03-04 | Class B Common Stock (3125) | Direct | |
| Employee Stock Option (right to buy) | $23.20 | 2023-10-02 | Class B Common Stock (2195) | Direct | |
| Employee Stock Option (right to buy) | $23.20 | 2024-07-10 | Class B Common Stock (2972) | Direct | |
| Employee Stock Option (right to buy) | $23.20 | 2025-03-04 | Class B Common Stock (3247) | Direct | |
| Employee Stock Option (right to buy) | $23.24 | 2026-05-02 | Class B Common Stock (1622) | Direct | |
| Performance Share Units | $ | Class B Common Stock (1681) | Direct | ||
| Restricted Stock Units | $ | Class B Common Stock (3750) | Direct | ||
| Restricted Stock Units | $ | Class B Common Stock (561) | Direct |
Footnotes
F1: 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.
F2: 2,500 of these options are exercisable immediately. Subject to the reporting person's continued employment, 20% of these options will become exercisable on March 14, 2017.
F3: 2,344 of these options are exercisable immediately. Subject to the reporting person's continued employment, 20% will become exercisable if the Company achieves the applicable equity value target determined pursuant to the Company's 2013 Long-Term Incentive Plan (the "Equity Value Target" and the "2013 Plan", respectively) with respect to fiscal year 2016.
F4: 1,756 of these options are exercisable immediately. Subject to the reporting person's continued employment, 20% will become exercisable on December 31, 2017.
F5: 1,783 of these options are exercisable immediately. Subject to the reporting person's continued employment, (A) 20% will become exercisable on December 31, 2017, and (B) 20% will become exercisable on December 31, 2018.
F6: 1,299 of these options are exercisable immediately. Subject to the reporting person's continued employment, (A) 20% will become exercisable on December 31, 2017, (b) 20% will become exercisable on December 31, 2018, and (C) 20% will become exercisable on December 31, 2019.
F7: 540 of these options are exercisable immediately. Subject to the reporting person's continued employment, (A) one-third (1/3) will become exercisable on December 31, 2017, and (B) one-third (1/3) will become exercisable on December 31, 2018.
F8: Each Performance Share Unit ("PSU") represents the right to receive one share of Class B Common Stock. On the vesting date, the reporting person will be issued a corresponding number of shares of Class B Common Stock. These PSUs will vest if certain performance goals with respect to these PSUs have been achieved. The total number of PSUs which can vest is determined based upon the Company's achievement of performance goals for the period from January 1, 2016 through December 31, 2018, as set forth in the award. Subject to the reporting person's continued employment, if the threshold performance goals are met, the minimum number of PSUs that will vest will be 840 and if the performance goals are exceeded the maximum number of PSUs that can vest will be 3,362. If the Company does not achieve the threshold level of performance, zero PSUs will become vested.
F9: Each Restricted Stock Unit ("RSU") represents the right to receive one share of Class B Common Stock. On the vesting date, the reporting person will be issued a corresponding number of shares of Class B Common Stock. Subject to the reporting person's continued employment, all of these RSUs will vest on December 31, 2018.
F10: Each RSU represents the right to receive one share of Class B Common Stock. On the vesting date, the reporting person will be issued a corresponding number of shares of Class B Common Stock. Subject to the reporting person's continued employment, (A) one half (1/2) of these RSUs will vest on December 31, 2017, and (B) one half (1/2) of these RSUs will vest on December 31, 2018.