| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | NONE | Common Stock | Disposed to Issuer | -$30.6K | -52.7K | -6.12% | $0.58 | 808K | Sep 10, 2024 | By O'Hare Investments A/C | F1, F2, F3, F4 |
| transaction | NONE | Common Stock | Other | $0 | -808K | -100% | $0.00 | 0 | Sep 10, 2024 | Direct | F1, F5 |
| 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 | -359K | -100% | $0.00 | 0 | Sep 10, 2024 | Common Stock | 359K | Direct | F6, F7, F8 | |
| transaction | NONE | Restricted Stock Units | Other | $0 | -240K | -100% | $0.00 | 0 | Sep 10, 2024 | Common Stock | 240K | Direct | F6, F7, F8, F9 | |
| transaction | NONE | Restricted Stock Units | Other | $0 | -300K | -100% | $0.00 | 0 | Sep 10, 2024 | Common Stock | 300K | Direct | F6, F7, F8 | |
| transaction | NONE | Restricted Stock Units | Other | $0 | -600K | -100% | $0.00 | 0 | Sep 10, 2024 | Common Stock | 600K | Direct | F6, F7, F8, F10 |
Ryan O'Hare is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| 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 | Disposition of shares pursuant to the 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. Pursuant to the Merger Agreement, Merger Sub was merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent. |
| F3 | In the Merger, each share of Common Stock outstanding immediately prior to the effective time of the Merger (the "Effective Time"), other than shares of Common Stock held by Rollover Stockholders (as defined in the Merger Agreement), the Issuer, Parent, Merger Sub and stockholders who have validly exercised their appraisal rights under the Delaware General Corporation Law, were canceled and converted into the right to receive $0.87 Australian Dollars ("A$") in cash, without interest, less any applicable withholding taxes (the "Transaction Consideration"). The Transaction Consideration is reported in column 4 in U.S. Dollars using a foreign exchange rate of 1 U.S. Dollar to approximately 1.50 Australian Dollars on the effective date of the Merger. |
| F4 | The Reporting Person and his spouse are co-trustees and beneficiaries of O'Hare Investments A/C. |
| F5 | Pursuant to a Rollover Agreement, as amended (the "Rollover Agreement") with Sterling Karpos Holdings, LLC ("TopCo"), Reporting Person contributed such shares of Issuer's common stock to TopCo in exchange for equity interests in TopCo. |
| F6 | 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. |
| F7 | Pursuant to the Rollover Agreement, Reporting Person has agreed to forego cash payment on his RSUs in exchange for equity interests in TopCo. |
| F8 | Not applicable. |
| F9 | The Reporting Person was awarded 359,301 RSUs on November 30, 2022, of which 119,767 vested on September 1, 2023, 119,767 would have vested on September 1, 2024, and 119,767 would have vested September 1, 2025. |
| F10 | The Reporting Person was awarded 600,000 RSUs on November 30, 2023, which would have vested in three equal annual installments beginning on September 1, 2024. |
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.