Robert S Silberman Form 4 Strategic Education / ROBERT S SILBERMAN ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SILBERMAN ROBERT S

(Last)

(First)

(Middle)

2303 DULLES STATION BLVD.

(Street)

HERNDON

20171

(City)

(State)

(Zip)

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

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2020

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/27/2020		A		20,518⁽¹⁾	A	$0	364,692⁽²⁾	D
Common Stock	02/27/2020		F		121,095	D	$150.46	243,597	D
Common Stock	02/27/2020		S		349⁽³⁾	D	$143.4⁽⁴⁾	243,248	D
Common Stock	02/27/2020		S		3,542⁽³⁾	D	$144.37⁽⁵⁾	239,706	D
Common Stock	02/27/2020		S		2,658⁽³⁾	D	$145.29⁽⁶⁾	237,048	D
Common Stock	02/27/2020		S		5,573⁽³⁾	D	$146.37⁽⁷⁾	231,475	D
Common Stock	02/27/2020		S		3,541⁽³⁾	D	$147.65⁽⁸⁾	227,934	D
Common Stock	02/27/2020		S		7,757⁽³⁾	D	$148.56⁽⁹⁾	220,177	D
Common Stock	02/27/2020		S		4,012⁽³⁾	D	$149.4⁽¹⁰⁾	216,165	D
Common Stock	02/27/2020		S		2,295⁽³⁾	D	$150.64⁽¹¹⁾	213,870	D
Common Stock	02/27/2020		S		2,107⁽³⁾	D	$151.64⁽¹²⁾	211,763	D
Common Stock	02/27/2020		S		392⁽³⁾	D	$152.08⁽¹³⁾	211,371	D
Common Stock	02/28/2020		S		600⁽³⁾	D	$138.36⁽¹⁴⁾	210,771	D
Common Stock	02/28/2020		S		3,110⁽³⁾	D	$140.04⁽¹⁵⁾	207,661	D
Common Stock	02/28/2020		S		370⁽³⁾	D	$141.28⁽¹⁶⁾	207,291	D
Common Stock	02/28/2020		S		382⁽³⁾	D	$142.39⁽¹⁷⁾	206,909	D
Common Stock	02/28/2020		S		9,198⁽³⁾	D	$144.05⁽¹⁸⁾	197,711	D
Common Stock	02/28/2020		S		1,409⁽³⁾	D	$144.64⁽¹⁹⁾	196,302	D
Common Stock	02/28/2020		S		26,067⁽³⁾	D	$146.03⁽²⁰⁾	170,235	D
Common Stock	02/28/2020		S		13,972⁽³⁾	D	$147.21⁽²¹⁾	156,263	D
Common Stock	02/28/2020		S		9,244⁽³⁾	D	$148.3⁽²²⁾	147,019	D
Common Stock	02/28/2020		S		100⁽³⁾	D	$148.86	146,919	D
Common Stock	03/02/2020		S		6,182⁽³⁾	D	$145.09⁽²³⁾	140,737	D
Common Stock	03/02/2020		S		9,212⁽³⁾	D	$145.99⁽²⁴⁾	131,525	D
Common Stock	03/02/2020		S		10,063⁽³⁾	D	$146.93⁽²⁵⁾	121,462	D
Common Stock	03/02/2020		S		6,650⁽³⁾	D	$147.76⁽²⁶⁾	114,812	D
Common Stock	03/02/2020		S		120⁽³⁾	D	$149	114,692	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	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 (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. These shares are restricted and will vest on February 27, 2024, subject to the satisfaction of certain performance criteria.

2. Includes 851 shares acquired under the Company's 401(k) plan.

3. Represents shares sold immediately following the delivery of previously deferred shares which were settled upon the effective date of action taken by the Board of Directors to terminate deferred compensation arrangements. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 12, 2019.

4. Weighted average shares, as these shares were sold in multiple transactions ranging from $142.76 to $143.74, inclusive.

5. Weighted average shares, as these shares were sold in multiple transactions ranging from $143.85 to $144.77, inclusive.

6. Weighted average shares, as these shares were sold in multiple transactions ranging from $144.91 to $145.90, inclusive.

7. Weighted average shares, as these shares were sold in multiple transactions ranging from $145.99 to $146.98, inclusive.

8. Weighted average shares, as these shares were sold in multiple transactions ranging from $146.99 to $147.95, inclusive.

9. Weighted average shares, as these shares were sold in multiple transactions ranging from $147.99 to $148.98, inclusive.

10. Weighted average shares, as these shares were sold in multiple transactions ranging from $148.99 to $149.83, inclusive.

11. Weighted average shares, as these shares were sold in multiple transactions ranging from $150.01 to $150.92, inclusive.

12. Weighted average shares, as these shares were sold in multiple transactions ranging from $151.04 to $152.03, inclusive.

13. Weighted average shares, as these shares were sold in multiple transactions ranging from $152.04 to $152.13, inclusive.

14. Weighted average shares, as these shares were sold in multiple transactions ranging from $137.93 to $138.58, inclusive.

15. Weighted average shares, as these shares were sold in multiple transactions ranging from $139.75 to $140.68, inclusive.

16. Weighted average shares, as these shares were sold in multiple transactions ranging from $140.77 to $141.63, inclusive.

17. Weighted average shares, as these shares were sold in multiple transactions ranging from $142.12 to $142.88, inclusive.

18. Weighted average shares, as these shares were sold in multiple transactions ranging from $143.14 to $144.11, inclusive.

19. Weighted average shares, as these shares were sold in multiple transactions ranging from $144.52 to $144.88, inclusive.

20. Weighted average shares, as these shares were sold in multiple transactions ranging from $145.76 to $146.75, inclusive.

21. Weighted average shares, as these shares were sold in multiple transactions ranging from $146.83 to $147.80, inclusive.

22. Weighted average shares, as these shares were sold in multiple transactions ranging from $147.83 to $148.81, inclusive.

23. Weighted average shares, as these shares were sold in multiple transactions ranging from $144.44 to $145.43, inclusive.

24. Weighted average shares, as these shares were sold in multiple transactions ranging from $145.44 to $146.43, inclusive.

25. Weighted average shares, as these shares were sold in multiple transactions ranging from $146.44 to $147.42, inclusive.

26. Weighted average shares, as these shares were sold in multiple transactions ranging from $147.46 to $148.29, inclusive. The reporting person undertakes to provide Strategic Education, Inc., any security holder of Strategic Education, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.

	/s/ Daniel W. Jackson, Attorney-in-Fact	03/02/2020
	** 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 4 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Robert S Silberman Form 4Strategic Education / ROBERT S SILBERMAN ownership change