Strategic Education (STRA) Form 3 Strategic Education / Andrew E Watt ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person^*

Watt Andrew E

(Last) (First) (Middle)

2303 DULLES STATION BLVD

(Street)

HERNDON VA 20171

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/27/2019

3. Issuer Name and Ticker or Trading Symbol
Strategic Education, Inc. [ STRA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Operating Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	8,776(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	02/20/2018	02/19/2024	Common Stock	551	74.28	D
Employee Stock Option (right to buy)	(2)	02/18/2025	Common Stock	1,678	74.75	D
Employee Stock Option (right to buy)	(3)	02/21/2026	Common Stock	2,632	51.96	D
Employee Stock Option (right to buy)	(4)	02/27/2027	Common Stock	4,592	87.66	D

Explanation of Responses:

1. Includes 1,131 restricted stock units which vest on February 27, 2020, 4,400 restricted stock units which vest on February 26, 2022, and 3,245 shares owned outright.

2. This option provided for vesting in two equal annual installments beginning February 19, 2018.

3. This option provided for vesting in two equal annual installments beginning February 22, 2019.

4. This option provided for vesting in four equal installments beginning February 27, 2018.

Remarks:

Exhibit 24.1: Power of Attorney

	/s/ Daniel W. Jackson, Attorney-in-Fact	03/01/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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