SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   
SCHEDULE 13D/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
 

Strategic Education, Inc.

(Name of Issuer)
 

Common Stock, par value $0.01 per share

(Title of Class of Securities)
 

86272C103

(CUSIP Number)
 
Philippe B. Pradel
Inclusive Capital Partners, L.P.
1170 Gorgas Avenue
San Francisco, CA 94129
 
Eleazer Klein, Esq.
Adriana Schwartz, Esq.
Schulte Roth & Zabel LLP
919 Third Avenue
New York, NY 10022

(212) 756-2000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 

May 24, 2024

(Date of Event Which Requires Filing of This Statement)
 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ¨

 

(Page 1 of 5 Pages)

______________________________

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 

 

1

NAME OF REPORTING PERSON

Inclusive Capital Partners, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

1,190,000

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,190,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,190,000

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.8%

14

TYPE OF REPORTING PERSON

PN, IA

         

 

 
 

 

 

1

NAME OF REPORTING PERSON

Jeffrey W. Ubben

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

1,190,000

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,190,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,190,000

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.8%

14

TYPE OF REPORTING PERSON

IN

         

 

 
 

 

The following constitutes Amendment No. 5 to the Schedule 13D filed by the undersigned ("Amendment No. 5"). This Amendment No. 5 amends the Schedule 13D as specifically set forth herein. Capitalized terms used herein and not otherwise defined in this Amendment No. 5 have the meanings set forth in the Schedule 13D. This Amendment No. 5 amends Items 5(a)-(c), and (e) and Item 6 as set forth below.

 

Item 5. INTEREST IN SECURITIES OF THE ISSUER
   
  Items 5 (a)-(c), and (e) of the Schedule 13D are hereby amended and restated as follows:
   
(a) See rows (11) and (13) of the cover pages to this Schedule 13D/A for the aggregate number of Shares and percentages of the Shares beneficially owned by each Reporting Person. The percentages used in this Schedule 13D/A are calculated based upon 24,608,488 Shares outstanding as of April 19, 2024, as reported in the Issuer's Registration Statement on Form S-3ASR filed with the Securities and Exchange Commission (the "SEC") on April 25, 2024.
   
(b) See rows (7) through (10) of the cover pages to this Schedule 13D/A for the number of Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
   
(c) On April 30, 2024, the In-Cap Funds sold 240,000 Shares pursuant to a block trade with J.P. Morgan Securities LLC at a price of $ 117.43 per Share. In addition on May 24, 2024, the In-Cap Funds sold 225,000 Shares pursuant to a block trade with J.P. Morgan Securities LLC at a price of $112.60 per Share. Other than as disclosed herein, no transactions in the Shares have been effected by the Reporting Persons in the past sixty (60) days.
   
(e) May 24, 2024.

 

Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
   
  Item 6 of Amendment No. 4 is hereby amended and restated in its entirety as follows:
   
 

Mr. Slocum holds a total of 5,677 vested and unvested restricted stock units in consideration for his service on the board of directors of the Issuer.

 

Mr. Slocum is deemed to hold the restricted stock units for the benefit of the In-Cap Funds and indirectly for the benefit of In-Cap, and may, after vesting, if applicable, transfer the Shares directly to the In-Cap Funds.

 
 

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: May 24, 2024

 

 

  Inclusive Capital Partners, L.P.
   
  By: /s/  Philippe B. Pradel
  Name:       Philippe B. Pradel
  Title:       Chief Compliance Officer
   
   
  /s/  Jeffrey W. Ubben
  JEFFREY W. UBBEN

 

 

 

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