1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Class B Common Stock
|
Â
(1)
|
Â
(1)
|
Class A Common Stock
|
17,963
|
$
0
(1)
|
D
|
Â
|
Employee Stock Option (right to buy)
|
Â
(2)
|
10/02/2023 |
Class B Common Stock
(1)
|
137,362
|
$
23.2
|
D
|
Â
|
Employee Stock Option (right to buy)
|
Â
(3)
|
10/02/2023 |
Class B Common Stock
(1)
|
54,945
|
$
23.2
|
D
|
Â
|
Performance Share Units
|
Â
(4)
|
Â
(4)
|
Class B Common Stock
(1)
|
17,381
|
$
(4)
|
D
|
Â
|
Performance Share Units
|
Â
(5)
|
Â
(5)
|
Class B Common Stock
(1)
|
7,225
|
$
(5)
|
D
|
Â
|
Restricted Stock Units
|
06/17/2018 |
Â
(6)
|
Class B Common Stock
(1)
|
18,063
|
$
(6)
|
D
|
Â
|
* |
If the form is filed by more than one reporting person, see Instruction 5(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) |
109,890 of these options are exercisable immediately. Subject to the reporting person's continued employment, 20% of these options will become exercisable on December 31, 2017. |
(3) |
32,967 of these options are exercisable immediately. Subject to the reporting person's continued employment, (A) 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; and (B) 20% will become exercisable if the Company achieves the applicable Equity Value Target with respect to fiscal year 2017. |
(4) |
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. Subject to the reporting person's continued employment, (A) one-half (1/2) of these PSUs will vest if the Company achieves the applicable Equity Value Target with respect to fiscal year 2016, and (B) one-half (1/2) will vest if the Company achieves the applicable Equity Value Target with respect to fiscal year 2017. |
(5) |
Each 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. Subject to the reporting person's continued employment, (A) 50% of these PSUs will vest if the Company achieves the applicable Equity Value Target with respect to fiscal year 2016 based on the Company's audited financials for 2016 and 2017, and (B) 50% will vest if the Company achieves the applicable Equity Value Target with respect to fiscal year 2017. |
(6) |
Subject to the reporting person's continued employment, on June 17, 2018 all of these Restricted Stock Units will vest and the reporting person will be issued a corresponding number of shares of Class B Common Stock. |