Keypath Education International Form 3 Keypath Education International / Stephen C Fireng 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^*

Fireng Stephen C

(Last) (First) (Middle)

C/O KEYPATH EDUCATION INTERNATIONAL, INC

1501 WOODFIELD RD, SUITE 204N

(Street)

SCHAUMBURG IL 60173

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/24/2024

3. Issuer Name and Ticker or Trading Symbol
Keypath Education International, Inc. [ NONE ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Director & Global CEO

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(1)	9,521,783(2)	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
Stock Option (Right to Buy)	05/31/2024	05/31/2027	Common Stock	1,424,561	2.87(3)	D
Restricted Stock Units	09/01/2025	(4)	Common Stock	1,352,450	(5)	D
Restricted Stock Units	(6)	(4)	Common Stock	450,817	(5)	D
Restricted Stock Units	09/01/2026	(4)	Common Stock	800,000	(5)	D
Restricted Stock Units	(7)	(4)	Common Stock	1,500,000	(5)	D

Explanation of Responses:

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 are 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.

2. Includes 2,340,605 CDIs of the Issuer subject to voluntary escrow and will be released from escrow upon the announcement of the Company's results for the year ending June 30, 2024.

3. The exercise price of AUD3.71 per share is reported in column 4 in U.S. Dollars using a foreign exchange rate of 1 U.S. Dollar to 1.29366 Australian Dollars on the grant date. Once exercisable, each stock option may be exercised to purchase CDIs pursuant to the terms and conditions set forth in the Stock Option Award Agreement, dated as of May 10, 2021, by and between the Issuer and the Reporting Person.

4. Not applicable.

5. The restricted stock units ("RSUs") were granted under the 2021 Equity Incentive Plan of the Issuer. Each RSU represents a contingent right to receive one CDI as of the vesting date.

6. The Reporting Person was awarded 676,225 RSUs on November 30, 2022, of which 225,408 vested on September 1, 2023, 225,408 will vest on September 1, 2024, and 225,409 will vest on September 1, 2025.

7. The Reporting Person was awarded 1,500,000 RSUs on November 30, 2023, which will vest in three equal annual installments beginning on September 1, 2024.

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ Eric Israel, attorney-in-fact	04/24/2024
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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