LAUREATE EDUCATION, INC. — Director's Dealing 2017

Jun 16, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LAUREATE EDUCATION, INC. (LAUR)
CIK: 0000912766
Period of Report: 2017-06-14

Reporting Person: Darmon Tal (Chief Accounting Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-06-14	Restricted Stock Units	$	A	2002	Acquired		Class A Common Stock (2002)	Direct
2017-06-14	Employee Stock Option (right to buy)	$17.89	A	3712	Acquired		Class A Common Stock (3712)	Direct
2017-06-14	Employee Stock Option (right to buy)	$17.89	A	4454	Acquired		Class A Common Stock (4454)	Direct

Footnotes

F1: Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Class A Common Stock ("Class A Common Stock") of Laureate Education, Inc. (the "Company"). On each vesting date, the reporting person will be issued a corresponding number of shares of Class A Common Stock. Subject to the reporting person's continued employment with the Company, these RSUs will vest in three equal annual installments beginning December 31, 2017.

F2: Subject to the reporting person's continued employment with the Company, these options will become exercisable in three equal annual installments beginning on December 31, 2017.

F3: On June 14, 2017 the reporting person was granted options to purchase 4,454 shares of Class A Common Stock. Subject to the reporting person's continued employment with the Company (A) one-third of the options will become exercisable if the Company achieves the applicable adjusted EBITDA target in accordance with the Company's 2013 Long-Term Incentive Plan and pursuant to the applicable award agreement (the "Adjusted EBITDA Target") with respect to fiscal year 2018, and (B) two-thirds of the options will become exercisable if the Company achieves the Adjusted EBITDA Target with respect to fiscal year 2019.

F4: Includes 3,712 options that become exercisable in equal annual installments beginning on December 31, 2017, as described in footnote 2 above and 4,454 options that become exercisable if the Company achieves the applicable Adjusted EBITDA Target with respect to fiscal year 2018 and fiscal year 2019, as described in footnote 3 above.