Robert Bazzani - Apr 24, 2024 Form 3 Insider Report for Keypath Education International, Inc. (NONE)

Role: Director
Signature: /s/ Eric Israel, attorney-in-fact
Stock symbol: NONE
Transactions as of: Apr 24, 2024
Transactions value $: $0
Form type: 3
Date filed: 4/24/2024, 09:32 PM
Next filing: Sep 12, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	NONE	Common Stock						48.1K	Apr 24, 2024	By Doromax Pty Ltd	F1, F2
holding	NONE	Common Stock						540	Apr 24, 2024	By Spouse	F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	NONE	Stock Option (Right to Buy)							Apr 24, 2024	Common Stock	83.2K	$2.87	By Doromax Pty Ltd	F2, F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
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 are listed by the Issuer for trading on the Australian Securities Exchange. CDIs are convertible at the option of the holder thereof into shares of Common Stock on a 1-for-1 basis.
F2	For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Person disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.
F3	The exercise price of AUD3.71 per share is reported in column 4 in U.S. Dollars using a foreign exchange rate of 1 U.S. Dollar to 1.29366 Australian Dollars on the grant date. Once exercisable, each stock option may be exercised to purchase CDIs pursuant to the terms and conditions set forth in the Stock Option Award Agreement, dated as of May 10, 2021, by and between the Issuer and the Reporting Person (the "Award Agreement").
F4	Effective as of May 31, 2021, the date of the grant of the stock option award under the Award Agreement, the Reporting Person directed the Issuer to transfer his stock option award to Doromax Pty Ltd, which entity is a "Permitted Transferee" as such term is defined in the Keypath Education International, Inc. 2021 Equity Incentive Plan, as amended.

Remarks:

Exhibit 24.1 - Power of Attorney