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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol CAPELLA EDUCATION CO [ CPLA ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 08/01/2018 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 08/01/2018 | D | 38,869 | D | (1)(2) | 0 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (right to buy) | $65.4 | 08/01/2018 | D | 3,845 | (3) | 02/18/2025 | Common Stock | 3,845 | (3) | 0 | D | ||||
| Employee Stock Option (right to buy) | $45.46 | 08/01/2018 | D | 24,215 | (4) | 02/21/2026 | Common Stock | 24,215 | (4) | 0 | D | ||||
| Employee Stock Option (right to buy) | $76.7 | 08/01/2018 | D | 16,727 | (5) | 02/27/2027 | Common Stock | 16,727 | (5) | 0 | D | ||||
| Cash-settled Restricted Stock Units | (6) | 08/01/2018 | D | 10,057 | 01/31/2020 | (6) | Common Stock | 10,057 | (6) | 0 | D | ||||
| Explanation of Responses: |
| 1. Each share of common stock of Capella Education Company ("Capella") reported as disposed of herein was cancelled and converted into the right to receive 0.875 shares of Strategic Education, Inc. (the "Exchange Ratio") at the effective time of the merger pursuant to that certain Agreement and Plan of Merger, dated as of October 29, 2017, by and among Strayer Education, Inc. (which was renamed "Strategic Education, Inc." on August 1, 2018), Capella and Sarg Sub Inc. ("Merger Sub"), whereby the parties thereto effected the merger of Capella into Merger Sub to become a wholly owned subsidiary of Strayer Education, Inc.(the "Merger"). No additional consideration was received in connection with the disposition of such securities. |
| 2. Includes 10,971 restricted stock unit awards to acquire common stock of Capella ("Capella RSUs"), 6,850 of which were due to vest on February 22, 2019 and 4,121 of which were due to vest on February 27, 2020. Pursuant to the Merger Agreement, each Capella RSU was disposed of in exchange for a number of restricted stock unit awards to acquire common stock of Strategic Education, Inc. ("Strategic RSU's") based on the Exchange Ratio. The Strategic RSUs will be subject to substantially the same terms and conditions of the Capella RSUs. No additional consideration was received in connection with the disposition of such securities. |
| 3. This option provided for vesting in four equal annual installments beginning February 19, 2016, of which 3,845 shares remained unexercised. Pursuant to the Merger Agreement, each unexercised option was disposed of in exchange for options to acquire a number of Strategic Education, Inc.'s common stock ("Strategic common stock") shares based on the Exchange Ratio with an exercise price per share of Strategic common stock equal to the exercise price per share of the Capella stock options divided by the Exchange Ratio. No additional consideration was received in connection with the disposition of such securities. |
| 4. This option provided for vesting in four equal annual installments beginning February 22, 2017, of which 24,215 shares remained unexercised. Pursuant to the Merger Agreement, each unexercised option was disposed of in exchange for options to acquire a number of Strategic common stock shares based on the Exchange Ratio with an exercise price per share of Strategic common stock equal to the exercise price per share of the Capella stock options divided by the Exchange Ratio. No additional consideration was received in connection with the disposition of such securities. |
| 5. This option provided for vesting in four equal annual installments beginning February 27, 2018, of which 16,727 shares remained unexercised. Pursuant to the Merger Agreement, each unexercised option was disposed of in exchange for options to acquire a number of Strategic common stock shares based on the Exchange Ratio with an exercise price per share of Strategic common stock equal to the exercise price per share of the Capella stock options divided by the Exchange Ratio. No additional consideration was received in connection with the disposition of such securities. |
| 6. Consists of 10,057 cash-settled restricted stock unit awards of Capella ("Capella cash-settled RSUs"), which are due to vest on January 31, 2020. Pursuant to the Merger Agreement, each Capella cash-settled RSU was disposed of in exchange for a number of cash-settled restricted stock unit awards of Strategic Education Inc. ("Strategic cash-settled RSUs") based on the Exchange Ratio. The Strategic cash-settled RSUs will be subject to substantially the same terms and conditions of the Capella cash-settled RSUs. No additional consideration was received in connection with the disposition of such securities. |
| Remarks: |
| /s/ Kelly Jacobus as Attorney-in-Fact for Steven L. Polacek | 08/03/2018 | |
| ** 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. | ||