Keypath Education International Inc.
09/12/2024 | Press release | Distributed by Public on 09/12/2024 04:51
Statement of Changes in Beneficial Ownership - Form 4
Ownership Submission
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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FORM 4
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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 or Section 30(h) of the Investment Company Act of 1940 |
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(e.g., puts, calls, warrants, options, convertible securities)
| 1. Title of Derivate Security | 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 | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security | 8. Price of Derivative Security | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) | 11. Nature of Indirect Beneficial Ownership |
| Code | V | (A) | (D) | Date Exercisable | Expriation Date | Title | Amount or Number of Shares |
Reporting Owners
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Nisenbaum Inna C/O KEYPATH EDUCATION INTERNATIONAL, INC 1501 WOODFIELD RD, SUITE 204N SCHAUMBURG, IL60173 |
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Interim CAO |
Signatures
| /s/ Eric Israel, attorney-in-fact | 2024-09-11 |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| (*) | If the form is filed by more than one reporting person, see Instruction 5(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) | 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. |
| (2) | 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. |
| (3) | 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. |
| (4) | 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. |
| (5) | Pursuant to the Merger Agreement, each RSU that was outstanding and vested at such time automatically converted into the right to receive an amount in cash equal to (x) the total number of shares of Common Stock subject to such RSUs multiplied by (y) the Transaction Consideration. The Transaction Consideration is reported in column 8 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. |
| (6) | The Reporting Person was awarded 35,811 RSUs on November 30, 2022, of which 11,937 vested on September 1, 2023, 11,937 vested on September 1, 2024 and converted into the right to receive Transaction Consideration, as described in footnote 7, and 11,937 would have vested on September 1, 2025. |
| (7) | Not applicable. |
| (8) | Pursuant to certain rollover arrangements with Sterling Karpos Holdings, LLC ("TopCo"), Reporting Person has agreed to forego cash payment on her RSUs in exchange for equity interests in TopCo. |