Fireng Stephen C 4

Accession 0001213900-24-077884

CIK 0001865852other

View on SEC.gov Company Profile

Filed

Sep 11, 8:00 PM ET

Accepted

Sep 12, 6:44 AM ET

Size

16.2 KB

Accession

0001213900-24-077884

Insider Transaction Report

Form 4

Period: 2024-09-10

Keypath Education International, Inc.NONE

Fireng Stephen C

DirectorDirector & Global CEO

Transactions

Other
Restricted Stock Units
2024-09-10−800,000→ 0 total
From: 2026-09-01→ Common Stock (800,000 underlying)
Other
Restricted Stock Units
2024-09-10−1,500,000→ 0 total
→ Common Stock (1,500,000 underlying)
Other
Common Stock
2024-09-10−9,521,783→ 0 total
Other
Restricted Stock Units
2024-09-10−1,352,450→ 0 total
From: 2025-09-01→ Common Stock (1,352,450 underlying)
Other
Restricted Stock Units
2024-09-10−450,817→ 0 total
→ Common Stock (450,817 underlying)

Footnotes (7)

[F1]Consists of shares of common stock, par value $0.01 per share ("Common Stock"), of Keypath Education International, Inc. (the "Issuer") underlying issued and outstanding CHESS Depositary Interests ("CDIs") that have been listed by the Issuer for trading on the Australian Securities Exchange (the "ASX"). CDIs are convertible at the option of the holder thereof into shares of Common Stock on a 1-for-1 basis. The Issuer's CDIs were suspended from trading on the ASX on September 5, 2024 Australian Eastern Standard Time ("AEST") and were delisted from the ASX on September 11, 2024 AEST.
[F2]Pursuant to a Rollover Agreement, as amended (the "Rollover Agreement") with Sterling Karpos Holdings, LLC ("TopCo"), which was entered into in connection Agreement and Plan of Merger, dated as of May 23, 2024 (the "Merger Agreement"), by and among Karpos Intermediate, LLC, a Delaware limited liability company ("Parent"), Karpos Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent ("Merger Sub"), and the Issuer, Reporting Person contributed such shares of Issuer's common stock to TopCo in exchange for equity interests in TopCo.
[F3]The restricted stock units ("RSUs") were granted under the 2021 Equity Incentive Plan of the Issuer. Each RSU represented a contingent right to receive one CDI as of the vesting date.
[F4]Pursuant to the Rollover Agreement, Reporting Person has agreed to forego cash payment on his RSUs in exchange for equity interests in TopCo.
[F5]Not applicable.
[F6]The Reporting Person was awarded 676,225 RSUs on November 30, 2022, of which 225,408 vested on September 1, 2023, 225,408 would have vested on September 1, 2024, and 225,409 would have vested on September 1, 2025.
[F7]The Reporting Person was awarded 1,500,000 RSUs on November 30, 2023, which would have vested in three equal annual installments beginning on September 1, 2024.

Documents

1 file

4
ownership.xmlPrimary

Issuer

Keypath Education International, Inc.

CIK 0001865852

→

Entity typeother

Related Parties

filerCIK 0001315341

Filing Metadata

Form type: 4
Filed: Sep 11, 8:00 PM ET
Accepted: Sep 12, 6:44 AM ET
Size: 16.2 KB

View on SEC.gov