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

Role: General Counsel & Company Sec.
Signature: /s/ Eric Israel
Stock symbol: NONE
Transactions as of: Apr 24, 2024
Transactions value $: $0
Form type: 3
Date filed: 4/24/2024, 09:38 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						577K	Apr 24, 2024	Direct	F1

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	517K	$2.87	Direct	F2
holding	NONE	Restricted Stock Units							Apr 24, 2024	Common Stock	196K		Direct	F3, F4
holding	NONE	Restricted Stock Units							Apr 24, 2024	Common Stock	131K		Direct	F3, F4, F5
holding	NONE	Restricted Stock Units							Apr 24, 2024	Common Stock	600K		Direct	F3, F4, F6

* 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	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.
F3	Not applicable.
F4	The restricted stock units ("RSUs") were granted under the 2021 Equity Incentive Plan of the Issuer. Each RSU represents a contingent right to receive one CDI as of the vesting date.
F5	The Reporting Person was awarded 196,290 RSUs on November 30, 2022, of which 65,430 vested on September 1, 2023, 65,430 will vest on September 1, 2024, and 65,430 will vest on September 1, 2025.
F6	The Reporting Person was awarded 600,000 RSUs on November 30, 2023, which will vest in three equal annual installments beginning on September 1, 2024.