LAUREATE EDUCATION, INC. — Director's Dealing 2017

Jul 25, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LAUREATE EDUCATION, INC. (LAUR)
CIK: 0000912766
Period of Report: 2017-07-20

Reporting Person: HOEHN SARIC RULDOLF CHRISTOPHER (Director, 10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-07-20	Employee Stock Option (right to buy)	$23.20	D	756368	Disposed	2023-10-02	Class B Common Stock (756368)	Indirect
2017-07-20	Employee Stock Option (right to buy)	$17.44	A	756368	Acquired	2023-10-02	Class B Common Stock (756368)	Indirect
2017-07-20	Employee Stock Option (right to buy)	$23.36	D	114790	Disposed	2026-10-25	Class B Common Stock (114790)	Indirect
2017-07-20	Employee Stock Option (right to buy)	$17.44	A	114790	Acquired	2026-10-25	Class B Common Stock (114790)	Indirect

Footnotes

F1: The transactions reported herein reflect a one-time stock option repricing (the "Option Repricing") that became effective on July 20, 2017. Pursuant to the Option Repricing, the exercise price of each "Relevant Option" (any stock option awarded by Laureate Education, Inc. (the "Company") between October 2, 2013 and December 31, 2016 (inclusive)) has been amended to reduce such exercise price to $17.44, which was the average closing price of a share of the Company's Class A common stock, par value $0.004 per share ("Class A Common Stock"), as reported on the Nasdaq Global Select Market over the twenty (20) calendar days preceding July 20, 2017. There have been no other changes to the terms of the Relevant Options.

F2: Pursuant to an agreement (the "Founders' Agreement") among Mr. Becker, Steven M. Taslitz, R. Christopher Hoehn-Saric and one other founder of Sterling (the "Sterling Founders"), the Sterling Founders share equally, on a net after-tax basis, in certain equity securities they receive in connection with services rendered by any of them to certain entities, including the Issuer. Each Sterling Founder controls the voting and disposition of the securities allocable to such Sterling Founder.

F3: Represents an option to purchase shares of Class B Common Stock issued to Douglas L. Becker. The option is vested with respect to 641,764 of the underlying shares of the Company's Class B common stock, par value $0.004 per share ("Class B Common Stock"), and will vest with respect to an additional 114,601 of such shares on December 31, 2017.

F4: Each share of Class B Common Stock is convertible into one share of Class A Common Stock upon the election of the holder or upon transfer, subject to the terms of the Company's Amended and Restated Certificate of Incorporation.

F5: The exercise price of this stock option was previously reported as $23.26.

F6: The option will vest with respect to 114,790 of the underlying shares of Class B Common Stock on June 17, 2018.

F7: The reporting person disclaims beneficial ownership of the securities reported herein, except to the extent of the reporting person's pecuniary interest therein. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership by the reporting person of any securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise.