Sec Form 3 Filing - Fireng Stephen C @ Keypath Education International, Inc. - 2024-04-24

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

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1. Name and Address of Reporting Person Fireng Stephen C 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 X __ Officer (give title below) _____ Other (specify below) Director & Global CEO (Last) (First) (Middle) C/O KEYPATH EDUCATION INTERNATIONAL, INC, 1501 WOODFIELD RD, SUITE 204N 3. Date of Earliest Transaction (MM/DD/YY) 04/24/2024 (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 ) 9,521,783 ( 2 ) 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 Stock Option (Right to Buy) $ 2.87 ( 3 ) 05/31/2024 05/31/2027 Common Stock 1,424,56 1 D Restricted Stock Units ( 5 ) 09/01/2025 ( 4 ) Common Stock 1,352,450 D Restricted Stock Units ( 5 ) ( 6 ) ( 4 ) Common Stock 450,817 D Restricted Stock Units ( 5 ) 09/01/2026 ( 4 ) Common Stock 800,000 D Restricted Stock Units ( 5 ) ( 7 ) ( 4 ) Common Stock 1,500,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Fireng Stephen C C/O KEYPATH EDUCATION INTERNATIONAL, INC 1501 WOODFIELD RD, SUITE 204N SCHAUMBURG, IL60173 X Director & Global CEO Signatures /s/ Eric Israel, attorney-in-fact 04/24/2024 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 are 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. ( 2 )Includes 2,340,605 CDIs of the Issuer subject to voluntary escrow and will be released from escrow upon the announcement of the Company's results for the year ending June 30, 2024. ( 3 )The exercise price of AUD3.71 per share is reported in column 4 in U.S. Dollars using a foreign exchange rate of 1 U.S. Dollar to 1.29366 Australian Dollars on the grant date. Once exercisable, each stock option may be exercised to purchase CDIs pursuant to the terms and conditions set forth in the Stock Option Award Agreement, dated as of May 10, 2021, by and between the Issuer and the Reporting Person. ( 4 )Not applicable. ( 5 )The restricted stock units ("RSUs") were granted under the 2021 Equity Incentive Plan of the Issuer. Each RSU represents a contingent right to receive one CDI as of the vesting date. ( 6 )The Reporting Person was awarded 676,225 RSUs on November 30, 2022, of which 225,408 vested on September 1, 2023, 225,408 will vest on September 1, 2024, and 225,409 will vest on September 1, 2025. ( 7 )The Reporting Person was awarded 1,500,000 RSUs on November 30, 2023, which will vest in three equal annual installments beginning on September 1, 2024.

Remarks: Exhibit 24.1 - Power of Attorney

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