FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

GILLIGAN J KEVIN
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
_____ Officer (give title below)    _____ Other (specify below)
Vice Chairman
(Last)          (First)          (Middle)

2303 DULLES STATION BLVD
3. Date of Earliest Transaction (MM/DD/YYYY)

9/12/2019
(Street)

HERNDON, VA 20171
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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  9/12/2019    M    14828  A $51.96  57450  D   
Common Stock  9/12/2019    M    17634  A $87.66  75084  D   
Common Stock  9/12/2019    F    22660  D $160.32  52424  D   

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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)  $51.96  9/12/2019    M        14828    (1) 2/21/2026  Common Stock  14828  $0  0  D   
Employee Stock Option (right to buy)  $87.66  9/12/2019    M        17634    (2) 2/27/2027  Common Stock  17634  $0  0  D   

Explanation of Responses:
(1)  This option was awarded on February 22, 2016 and became fully exercisable upon Mr. Gilligan's resignation as Executive Vice Chairman of the Company in accordance with the terms of the transition agreement dated October 29, 2017. Mr. Gilligan continues to serve on the Company's Board of Directors as a non-employee director, and as Vice Chairman.
(2)  This option was awarded on February 27, 2017 and became fully exercisable upon Mr. Gilligan's resignation as Executive Vice Chairman of the Company in accordance with the terms of the transition agreement dated October 29, 2017. Mr. Gilligan continues to serve on the Company's Board of Directors as a non-employee director, and as Vice Chairman.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
GILLIGAN J KEVIN
2303 DULLES STATION BLVD
HERNDON, VA 20171
X
Vice Chairman

Signatures
/s/ Daniel W. Jackson, Attorney-in-Fact 9/16/2019
**Signature of Reporting Person Date


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Strategic Education, Inc. News

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 control number.
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Form ARS - Annual Report to Security Holders
Tuesday 12 March 2024 (2 months ago) • Edgar (US Regulatory)
Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material
Tuesday 12 March 2024 (2 months ago) • Edgar (US Regulatory)
Form DEF 14A - Other definitive proxy statements
Tuesday 12 March 2024 (2 months ago) • Edgar (US Regulatory)
Form 4 - Statement of changes in beneficial ownership of securities
Friday 1 March 2024 (2 months ago) • Edgar (US Regulatory)
Form 4 - Statement of changes in beneficial ownership of securities
Friday 1 March 2024 (2 months ago) • Edgar (US Regulatory)
Form 4 - Statement of changes in beneficial ownership of securities
Friday 1 March 2024 (2 months ago) • Edgar (US Regulatory)