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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Option (right to buy) | $ 74.75 | 08/01/2018 | A | 29,684 | (2) | 02/18/2025 | Common Stock | 29,684 | $ 0 | 29,684 | D | ||||
Employee Stock Option (right to buy) | $ 51.96 | 08/01/2018 | A | 59,312 | (3) | 02/21/2026 | Common Stock | 59,312 | $ 0 | 59,312 | D | ||||
Employee Stock Option (right to buy) | $ 87.66 | 08/01/2018 | A | 35,268 | (4) | 02/27/2027 | Common Stock | 35,268 | $ 0 | 35,268 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
GILLIGAN J KEVIN 2303 DULLES STATION BOULEVARD HERNDON, VA 20171 |
X | Executive Vice Chairman |
/s/ Daniel W. Jackson, Attorney-in-Fact | 08/03/2018 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(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) | Includes 22,318 restricted stock units that were acquired in exchange for restricted stock units of Capella Education Company ("Capella") and 116,276 shares of common stock that were acquired in exchange for Capella common stock in connection with the merger of a subsidiary of Strategic Education, Inc. ("SEI") with and into Capella (the "Merger"). The Capella awards and common stock were exchanged into SEI awards and common stock at an exchange ratio of 0.875 shares of SEI common stock for each share of Capella common stock. |
(2) | Received in the Merger in exchange for an employee stock option to acquire 33,925 shares of Capella common stock at an exercise price of $65.40 per share. This option provided for vesting in four equal annual installments beginning February 19, 2016. |
(3) | Received in the Merger in exchange for an employee stock option to acquire 67,786 shares of Capella common stock at an exercise price of $45.46 per share. This option provided for vesting in four equal annual installments beginning February 22, 2017. |
(4) | Received in the Merger in exchange for an employee stock option to acquire 40,307 shares of Capella common stock at an exercise price of $76.70 per share. This option provided for vesting in four equal annual installments beginning February 27, 2018. |