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
|
42,072
|
$
0
(1)
|
D
|
Â
|
Employee Stock Option (right to buy)
|
Â
(2)
|
10/02/2017 |
Class B Common Stock
(1)
|
402,500
|
$
18.36
|
D
|
Â
|
Employee Stock Option (right to buy)
|
Â
(3)
|
10/02/2023 |
Class B Common Stock
(1)
|
183,036
|
$
23.2
|
D
|
Â
|
Employee Stock Option (right to buy)
|
Â
(4)
|
10/02/2023 |
Class B Common Stock
(1)
|
73,213
|
$
23.2
|
D
|
Â
|
Performance Share Units
|
Â
(5)
|
Â
(5)
|
Class B Common Stock
(1)
|
23,160
|
$
(5)
|
D
|
Â
|
Performance Share Units
|
Â
(6)
|
Â
(6)
|
Class B Common Stock
(1)
|
8,642
|
$
(6)
|
D
|
Â
|
Restricted Stock Units
|
06/17/2018 |
Â
(7)
|
Class B Common Stock
(1)
|
21,607
|
$
(7)
|
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) |
All of these options are exercisable immediately. |
(3) |
146,429 of these options are exercisable immediately. Subject to the reporting person's continued employment, 20% will become exercisable on December 31, 2017. |
(4) |
43,928 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. |
(5) |
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) 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. |
(6) |
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% 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. |
(7) |
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. |