Sec Form 4 Filing - Wolford Susan @ Keypath Education International, Inc. - 2024-09-10

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Wolford Susan 2. Issuer Name and Ticker or Trading Symbol Keypath Education International, Inc. [ NONE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O KEYPATH EDUCATION INTERNATIONAL, INC, 1501 WOODFIELD RD, SUITE 204N 3. Date of Earliest Transaction (MM/DD/YY) 09/10/2024 (Street) SCHAUMBURG, IL60173 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 ( 1 ) 09/10/2024 D( 2 ) 30,997 D ( 2 ) $ 0.58 ( 3 ) 0 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Wolford Susan C/O KEYPATH EDUCATION INTERNATIONAL, INC 1501 WOODFIELD RD, SUITE 204N SCHAUMBURG, IL60173 X Signatures /s/ Eric Israel, attorney-in-fact 09/11/2024 Signature of Reporting Person Date

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 have been 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. The Issuer's CDIs were suspended from trading on the ASX on September 5, 2024 Australian Eastern Standard Time ("AEST") and were delisted from the ASX on September 11, 2024 AEST. ( 2 )Disposition of shares pursuant to the Agreement and Plan of Merger, dated as of May 23, 2024 (the "Merger Agreement"), by and among Karpos Intermediate, LLC, a Delaware limited liability company ("Parent"), Karpos Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent ("Merger Sub"), and the Issuer. Pursuant to the Merger Agreement, Merger Sub was merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent. ( 3 )In the Merger, each share of Common Stock outstanding immediately prior to the effective time of the Merger (the "Effective Time"), other than shares of Common Stock held by Rollover Stockholders (as defined in the Merger Agreement), the Issuer, Parent, Merger Sub and stockholders who have validly exercised their appraisal rights under the Delaware General Corporation Law, were canceled and converted into the right to receive $0.87 Australian Dollars ("A$") in cash, without interest, less any applicable withholding taxes (the "Transaction Consideration"). The Transaction Consideration is reported in column 4 in U.S. Dollars using a foreign exchange rate of 1 U.S. Dollar to approximately 1.50 Australian Dollars on the effective date of the Merger.

Remarks: As contemplated by the Merger Agreement, the Issuer canceled all outstanding stock options of the Issuer ("Keypath Options") at the Effective Time for no consideration, as all Keypath Options had exercise prices greater than or equal to the Transaction Consideration as of the Effective Time.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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