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LAUREATE EDUCATION, INC. — Director's Dealing 2007
Aug 23, 2007
31075_dirs_2007-08-22_c4f6e4c3-8249-49aa-9e23-7a96b266c998.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: LAUREATE EDUCATION, INC. (LAUR)
CIK: 0000912766
Period of Report: 2007-08-16
Reporting Person: Wengen Alberta, LP (10% Owner)
Reporting Person: Wengen Investments LTD (10% Owner)
Reporting Person: L Curve Sub Inc. (10% Owner)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2007-08-16 | Common Stock, par value $0.01 per share | P | 3046839 | $62.00 | Acquired | 49571209 | Indirect |
| 2007-08-17 | Common Stock, par value $0.01 per share | P | 1183474 | $60.50 | Acquired | 1183474 | Direct |
| 2007-08-17 | Common Stock, par value $0.01 per share | P | 91215 | $62.00 | Acquired | 22504 | Direct |
| 2007-08-17 | Common Stock, par value $0.01 per share | J | 1252105 | — | Acquired | 50823314 | Indirect |
| 2007-08-17 | Common Stock, par value $0.01 per share | J | 50823314 | — | Disposed | 0 | Indirect |
| 2007-08-17 | Common Stock, par value $0.01 per share | J | 22584 | — | Disposed | 0 | Direct |
Footnotes
F1: On August 16, 2007, pursuant to the option granted to L Curve Sub Inc. in the Amended and Restated Agreement and Plan of Merger dated as of June 3, 2007, by and among the Issuer, L Curve Sub Inc. and Wengen Alberta, Limited Partnership (the "Merger Agreement") and exercised by L Curve Sub Inc. on July 25, 2007, the Issuer issued to L Curve Sub Inc. that number of shares of common stock that, when added to the number of shares of common stock owned, directly or indirectly, by Wengen Alberta, Limited Partnership or L Curve Sub Inc. at the time of the exercise of the option, constituted one share of common stock more than 90% of the number of shares of common stock outstanding immediatly after such issuance.
F2: These securities were held by L Curve Sub Inc. which, prior to its merger with and into the Issuer, was a direct subsidiary of Wengen Alberta, Limited Partnership. The general partner of Wengen Alberta, Limited Partnership is Wengen Investments Limited. Wengen Alberta, Limited Partnership may have been deemed to be the beneficial owner of the shares of common stock held by L Curve Sub Inc., and Wengen Investments Limited may have been deemed to be the beneficial owner of the shares of common stock of the Issuer beneficially owned by Wengen Alberta, Limited Partnership.
F3: The securities were held by Wengen Alberta, Limited Partnership. The general partner of Wengen Alberta, Limited Partnership is Wengen Investments Limited. Wengen Investments Limited may have been deemed to be the beneficial owner of the shares of common stock beneficially owned by Wengen Alberta, Limited Partnership.
F4: The number of shares of common stock held by Wengen Alberta, Limited Partnership following the reported transaction reflects the transfer of 1,252,105 shares of common stock to L Curve Sub Inc., described in footnote 5.
F5: On August 17, 2007, in connection with the merger of L Curve Sub Inc. with and into the Issuer pursuant to the Merger Agreement (the "Merger"), Wengen Alberta, Limited Partnership, transferred 1,252,105 shares of common stock to L Curve Sub Inc., its direct subsidiary.
F6: On August 17, 2007, L Curve Sub Inc. merged with and into the Issuer pursuant to the Merger Agreement. In the Merger, pursuant to the terms of the Merger Agreement, 50,823,314 shares of common stock of the Issuer held by L Curve Sub Inc. and 22,584 shares of common stock of the Issuer held by Wengen Alberta, Limited Partnership were cancelled and retired and ceased to exist, and no payments or distributions were made with respect thereto.