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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class B Common Stock | (3) | 11/20/2018 | C | 14,087,500 | (3) | (3) | Class A Common Stock (4) | 14,087,500 | $ 0 | 112,102,116 | D (5) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Wengen Alberta, LP C/O LAUREATE EDUCATION, INC., 650 SOUTH EXETER STREET BALTIMORE, MD 21202 |
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Wengen Investments LTD C/O LAUREATE EDUCATION, INC., 650 SOUTH EXETER STREET BALTIMORE, MD 21202 |
WENGEN ALBERTA, LIMITED PARTNERSHIP By: Wengen Investments Limited, its general partner By: /s/ Steven M. Taslitz Name: Steven M. Taslitz Title: Director | 11/21/2018 | |
**Signature of Reporting Person | Date | |
WENGEN INVESTMENTS LIMITED By: /s/ Steven M. Taslitz Name: Steven M. Taslitz Title: Director | 11/21/2018 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Represents the number of shares that were acquired upon conversion of Class B Common Stock to Class A Common Stock. |
(2) | The shares of Class A Common Stock were sold in an underwritten public offering in which Wengn Alberta, Limited Partnership ("Wengen") was the sole selling stockholder. |
(3) | Each share of Class B Common Stock of Laureate Education, Inc. (the "Issuer") is convertible into one share of Class A Common Stock of the Issuer upon the election of the holder or upon transfer, subject to the terms of the Issuer's Amended and Restated Certificate of Incorporation. |
(4) | An aggregated of 14,087,500 shares of Class B common stock converted automatically into 14,087,500 shares of Class A common stock upon transfer to the underwriters in connection with the public offering. |
(5) | Shares of Class B Common Stock of the Issuer are held directly by Wengen. Wengen Investments Limited ("Wengen GP") is the general partner of Wengen. Certain investors, including, but not limited to, certain investment funds and other persons affiliated with or managed by Kohlberg Kravis Roberts & Co. L.P., Cohen Private Ventures, LLC, Bregal Investments, Inc., StepStone Group LP, Sterling Fund Management, LLC and Snow Phipps Group, LLC (collectively, the "Wengen Investors") have interests in the Issuer through Wengen. Wengen GP and each holder of interests in Wengen disclaims beneficial ownership of the securities held by Wengen except to the extent of its pecuniary interest therein. |