4//SEC Filing
KKR 2006 LTD 4
Accession 0001140361-18-019586
CIK 0000912766other
Filed
Apr 24, 8:00 PM ET
Accepted
Apr 25, 5:37 PM ET
Size
23.6 KB
Accession
0001140361-18-019586
Insider Transaction Report
Form 4
KKR PI-II GP LTD
10% Owner
Transactions
- Conversion
Convertible Redeemable Preferred Stock, Series A
2018-04-23−650→ 0 total(indirect: See Footnotes)Exercise: $11.72→ Class A Common Stock (58,805 underlying) - Conversion
Class A Common Stock
2018-04-23$11.72/sh+58,805$689,195→ 97,496 total(indirect: See Footnotes) - Conversion
Class A Common Stock
2018-04-23$11.72/sh+5,369,375$62,929,075→ 8,902,112 total(indirect: See Footnotes) - Conversion
Convertible Redeemable Preferred Stock, Series A
2018-04-23−59,350→ 0 total(indirect: See Footnotes)Exercise: $11.72→ Class A Common Stock (5,369,375 underlying)
Transactions
- Conversion
Class A Common Stock
2018-04-23$11.72/sh+58,805$689,195→ 97,496 total(indirect: See Footnotes) - Conversion
Convertible Redeemable Preferred Stock, Series A
2018-04-23−650→ 0 total(indirect: See Footnotes)Exercise: $11.72→ Class A Common Stock (58,805 underlying) - Conversion
Class A Common Stock
2018-04-23$11.72/sh+5,369,375$62,929,075→ 8,902,112 total(indirect: See Footnotes) - Conversion
Convertible Redeemable Preferred Stock, Series A
2018-04-23−59,350→ 0 total(indirect: See Footnotes)Exercise: $11.72→ Class A Common Stock (5,369,375 underlying)
KKR Partners II (International), LP
10% Owner
Transactions
- Conversion
Convertible Redeemable Preferred Stock, Series A
2018-04-23−59,350→ 0 total(indirect: See Footnotes)Exercise: $11.72→ Class A Common Stock (5,369,375 underlying) - Conversion
Class A Common Stock
2018-04-23$11.72/sh+58,805$689,195→ 97,496 total(indirect: See Footnotes) - Conversion
Class A Common Stock
2018-04-23$11.72/sh+5,369,375$62,929,075→ 8,902,112 total(indirect: See Footnotes) - Conversion
Convertible Redeemable Preferred Stock, Series A
2018-04-23−650→ 0 total(indirect: See Footnotes)Exercise: $11.72→ Class A Common Stock (58,805 underlying)
KKR 2006 LTD
10% Owner
Transactions
- Conversion
Convertible Redeemable Preferred Stock, Series A
2018-04-23−59,350→ 0 total(indirect: See Footnotes)Exercise: $11.72→ Class A Common Stock (5,369,375 underlying) - Conversion
Class A Common Stock
2018-04-23$11.72/sh+58,805$689,195→ 97,496 total(indirect: See Footnotes) - Conversion
Convertible Redeemable Preferred Stock, Series A
2018-04-23−650→ 0 total(indirect: See Footnotes)Exercise: $11.72→ Class A Common Stock (58,805 underlying) - Conversion
Class A Common Stock
2018-04-23$11.72/sh+5,369,375$62,929,075→ 8,902,112 total(indirect: See Footnotes)
Transactions
- Conversion
Class A Common Stock
2018-04-23$11.72/sh+58,805$689,195→ 97,496 total(indirect: See Footnotes) - Conversion
Convertible Redeemable Preferred Stock, Series A
2018-04-23−650→ 0 total(indirect: See Footnotes)Exercise: $11.72→ Class A Common Stock (58,805 underlying) - Conversion
Class A Common Stock
2018-04-23$11.72/sh+5,369,375$62,929,075→ 8,902,112 total(indirect: See Footnotes) - Conversion
Convertible Redeemable Preferred Stock, Series A
2018-04-23−59,350→ 0 total(indirect: See Footnotes)Exercise: $11.72→ Class A Common Stock (5,369,375 underlying)
Footnotes (8)
- [F1]On April 23, 2018, the 59,350 and 650 shares of Convertible Redeemable Preferred Stock, Series A (the "Series A Preferred Stock") of Laureate Education, Inc. (the "Issuer") held by KKR 2006 Fund (Overseas), Limited Partnership and KKR Partners II (International), L.P., respectively, automatically converted into 5,369,375 and 58,805 shares of Class A Common Stock, par value $0.004 per share ("Class A Common Stock"), of the Issuer, respectively, based on an initial liquidation preference value of $1,000 per share plus accrued and unpaid dividends and a conversion price of approximately $11.72.
- [F2]KKR 2006 Fund (Overseas), Limited Partnership directly holds these securities of the Issuer.
- [F3]KKR Partners II (International), L.P. directly holds these securities of the Issuer. KKR PI-II GP Limited is the general partner of KKR Partners II (International), L.P.
- [F4]The Series A Preferred Stock was convertible into Class A Common Stock, among other things, at the option of the Issuer or the holder at any time commencing one day following the first anniversary of the initial public offering of the Issuer and automatically following such date in connection with the effectiveness of a registration statement that permits holders of Series A Preferred Stock to sell the underlying Class A Common Stock received upon conversion, in each case, subject to all the terms and conditions as set forth in the Certificate of Designations of the Series A Preferred Stock (the "Certificate of Designations"), and was redeemable at the option of the Issuer upon certain circumstances set forth in the Certificate of Designations.
- [F5]Each share of Series A Preferred Stock was convertible into a number of shares of Class A Common Stock equal to the $1,000 issue amount per share plus any accrued and unpaid dividends divided by a conversion price that is the lesser of $11.90 per share or 0.85 multiplied by the 30 day trailing price per share of the Class A Common Stock prior to the conversion date, provided that in no case would the conversion price be less than $10.50, or, in connection with certain events related to a change in control of the Issuer or Wengen Alberta, Limited Partnership (the majority shareholder of the Issuer), into a number of shares of Class A Common Stock equal to the $1,000 issue amount per share plus any accrued and unpaid dividends divided by a conversion price equal to 0.85 multiplied by the implied equity value per share of Class A Common Stock at the closing of such transaction, in each case, subject to all other terms and conditions as set forth in the Certificate of Designations.
- [F6]Dividends on the Series A Preferred Stock accrued at a rate of 10% per annum, payable quarterly at the Issuer's sole option, in cash or through an increase in the liquidation preference. Dividends accrued on the Series A Preferred Stock for each of the first two quarters following the issue date and for the period from the most recent dividend payment date through the conversion date, resulting in an increase in the Series A Preferred Stock liquidation preference.
- [F7]KKR Associates 2006 (Overseas), Limited Partnership is the general partner of KKR 2006 Fund (Overseas), Limited Partnership. KKR 2006 Limited is the general partner of KKR Associates 2006 (Overseas), Limited Partnership. KKR Fund Holdings L.P. is the sole shareholder of KKR 2006 Limited. KKR Fund Holdings GP Limited is a general partner of KKR Fund Holdings L.P. KKR Group Holdings L.P. is the sole shareholder of KKR Fund Holdings GP Limited and a general partner of KKR Fund Holdings L.P. KKR Group Limited is the general partner of KKR Group Holdings L.P. KKR & Co. L.P. is the sole shareholder of KKR Group Limited. KKR Management LLC is the general partner of KKR & Co. L.P. Messrs. Henry R. Kravis and George R. Roberts are the designated members of KKR Management LLC.
- [F8]Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. This filing shall not be deemed an admission that the Reporting Persons are subject to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of any securities reported herein for purposes of Section 16 of the Exchange Act otherwise.
Documents
Issuer
LAUREATE EDUCATION, INC.
CIK 0000912766
Entity typeother
IncorporatedCayman Islands
Related Parties
1- filerCIK 0001406895
Filing Metadata
- Form type
- 4
- Filed
- Apr 24, 8:00 PM ET
- Accepted
- Apr 25, 5:37 PM ET
- Size
- 23.6 KB