Stephen C. Fireng - Sep 10, 2024 Form 4 Insider Report for Keypath Education International, Inc. (NONE)

Role
Director & Global CEO, Director
Signature
/s/ Eric Israel, attorney-in-fact
Stock symbol
NONE
Transactions as of
Sep 10, 2024
Transactions value $
$0
Form type
4
Date filed
9/12/2024, 06:44 AM
Previous filing
Apr 24, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NONE Common Stock Other $0 -9.52M -100% $0.00 0 Sep 10, 2024 Direct 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
transaction NONE Restricted Stock Units Other $0 -1.35M -100% $0.00 0 Sep 10, 2024 Common Stock 1.35M Direct F3, F4, F5
transaction NONE Restricted Stock Units Other $0 -451K -100% $0.00 0 Sep 10, 2024 Common Stock 451K Direct F3, F4, F5, F6
transaction NONE Restricted Stock Units Other $0 -800K -100% $0.00 0 Sep 10, 2024 Common Stock 800K Direct F3, F4, F5
transaction NONE Restricted Stock Units Other $0 -1.5M -100% $0.00 0 Sep 10, 2024 Common Stock 1.5M Direct F3, F4, F5, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Stephen C. Fireng is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

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 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.

Remarks:

As contemplated by the Merger Agreement, the Issuer canceled all outstanding stock options of the Issuer ("Keypath Options") at the Effective Time for no consideration, as all Keypath Options had exercise prices greater than or equal to the Transaction Consideration as of the Effective Time.