10/14/2025 | Press release | Distributed by Public on 10/14/2025 14:37
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT 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 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (Right to Buy) | $11.04 | 10/09/2025 | A | 62,782 | 10/09/2025 | 08/31/2026 | Common Stock | 62,782(3) | (3) | 62,782 | D | ||||
| Employee Stock Option (Right to Buy) | $3.79 | 10/09/2025 | A | 161,820 | 10/09/2025 | 08/30/2027 | Common Stock | 161,820(3) | (3) | 161,820 | D | ||||
| Employee Stock Option (Right to Buy) | $3.79 | 10/09/2025 | A | 15,424 | 10/09/2025 | 01/18/2028 | Common Stock | 15,424(3) | (3) | 15,424 | D | ||||
| Employee Stock Option (Right to Buy) | $10.61 | 10/09/2025 | A | 61,602 | 10/09/2025 | 02/17/2033 | Common Stock | 61,602(3) | (3) | 61,602 | D | ||||
| Employee Stock Option (Right to Buy) | $10.61 | 10/09/2025 | A | 61,602 | (4) | 08/31/2030 | Common Stock | 61,602(4) | (4) | 61,602 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Krishnaiah Raghu Ram C/O PHOENIX EDUCATION PARTNERS, INC. 4035 S. RIVERPOINT PARKWAY PHOENIX, AZ 85040 |
Chief Operating Officer | |||
| /s/ Blair Westblom, as attorney-in-fact for Raghu Krishnaiah | 10/14/2025 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Consists of shares of common stock in The University of Phoenix, Inc. held by the Reporting Person that became shares of common stock of the Issuer in connection with the closing of the Issuer's initial public offering (the "IPO"). |
| (2) | Consists of restricted stock units granted under the Phoenix Education Partners, Inc. 2025 Omnibus Incentive Plan (the "Omnibus Incentive Plan") that will vest and become exercisable for shares of the Issuer's common stock in accordance with the following: (i) 1/3 of such units shall vest on the first anniversary of the date of grant and (ii) the remaining 2/3 of such units shall vest in eight?equal installments on each three-month anniversary thereafter over two years. |
| (3) | Consists of stock options granted under The University of Phoenix, Inc. Management Equity Plan (the "University Equity Plan") that became exercisable for shares of the Issuer's common stock in connection with the closing of the IPO. |
| (4) | Consists of (i) 5,629 stock options granted under the University Equity Plan that became exercisable for shares of the Issuer's common stock in connection with the closing of the IPO and (ii) 55,973 stock options granted under the University Equity Plan that vest and become exercisable for shares of the Issuer's common stock on the twelve-month anniversary of the closing of the IPO. |