Ownership Submission
FORM 4
|
Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).
|
|
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
|
OMB APPROVAL
|
OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
|
|
1. Name and Address of Reporting Person *
|
Fireng Stephen C
|
|
2. Issuer Name and Ticker or Trading Symbol
Keypath Education International, Inc. [NONE]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director
|
_____ 10% Owner
|
_____ Officer (give title below)
|
_____ Other (specify below)
|
Director & Global CEO /
|
|
(Last)
|
(First)
|
(Middle)
|
C/O KEYPATH EDUCATION INTERNATIONAL, INC , 1501 WOODFIELD RD, SUITE 204N
|
|
3. Date of Earliest Transaction (Month/Day/Year)
|
(Street)
|
SCHAUMBURG
|
IL
|
60173
|
|
4. If Amendment, Date Original Filed(Month/Day/Year)
|
6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
|
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
|
|
1.Title of Security
|
2. Transaction Date (Month/Day/Year)
|
2A. Deemed Execution Date, if any (Month/Day/Year)
|
3. Transaction Code
|
4. Securities Acquired (A) or Disposed of (D)
|
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
|
6. Ownership Form: Direct (D) or Indirect (I)
|
7. Nature of Indirect Beneficial Ownership
|
Code
|
V
|
Amount
|
(A) or (D)
|
Price
|
|
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(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
|
Fireng Stephen C
C/O KEYPATH EDUCATION INTERNATIONAL, INC
1501 WOODFIELD RD, SUITE 204N
SCHAUMBURG, IL60173
|
X
|
|
Director & Global CEO
|
|
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)
|
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.
|
(3)
|
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.
|
(4)
|
Pursuant to the Rollover Agreement, Reporting Person has agreed to forego cash payment on his RSUs in exchange for equity interests in TopCo.
|
(5)
|
Not applicable.
|
(6)
|
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.
|
(7)
|
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.
|
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.