Sec Form 3 Filing - Thompson Paul Dana @ KinderCare Learning Companies, Inc. - 2024-10-09

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 3
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Thompson Paul Dana
2. Issuer Name and Ticker or Trading Symbol
KinderCare Learning Companies, Inc. [ KLC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O KINDERCARE LEARNING COMPANIES, INC., 5005 MEADOWS ROAD
3. Date of Earliest Transaction (MM/DD/YY)
10/09/2024
(Street)
LAKE OSWEGO, OR97035
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 864,803 D
Common Stock 97,913 I By Trust ( 1 )
Common Stock 97,913 I By Trust ( 2 )
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
Stock Options (Right to Buy) $ 20.61 ( 3 ) 02/23/2032 Common Stock 120,760 D
Stock Options (Right to Buy) $ 21.7 ( 4 ) 05/17/2032 Common Stock 130,903 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Thompson Paul Dana
C/O KINDERCARE LEARNING COMPANIES, INC.
5005 MEADOWS ROAD
LAKE OSWEGO, OR97035
Chief Executive Officer
Signatures
/s/Kathryn Gallagher, Attorney-in-Fact 10/09/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares held of record by the Alexis M. Thompson Irrevocable Family Trust. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
( 2 )Shares held of record by the Collin D. Thompson Irrevocable Family Trust. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
( 3 )The options vest yearly over a four-year period, with the first tranche having vested on February 23, 2023, such that a hundred percent (100%) of the award will be fully vested on the fourth anniversary of the grant date, subject to the executive's continued status as a service provider through the applicable vesting dates.
( 4 )The options vest yearly over a three-year period, with the first tranche having vested on May 17, 2023, such that a hundred percent (100%) of the award will be fully vested on the third anniversary of the grant date, subject to the executive's continued status as a service provider through the applicable vesting dates.

Remarks:
Exhibit List: Exhibit 24 - Power of Attorney

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 Number.