LAUREATE EDUCATION, INC. — Director's Dealing 2017

Apr 20, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LAUREATE EDUCATION, INC. (LAUR)
CIK: 0000912766
Period of Report: 2017-04-17

Reporting Person: Taslitz Steven (Director, 10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-04-17	Performance Share Units	$	M	36253	Disposed		Class B Common Stock (36253)	Indirect
2017-04-17	Class B Common Stock	$	M	36253	Acquired		Class A Common Stock (36253)	Indirect
2017-04-17	Class B Common Stock	$	F	15209	Disposed		Class A Common Stock (15209)	Indirect

Footnotes

F1: Each Performance Share Units ("PSUs") represents the right to receive one share of Class B Common Stock ("Class B Common Stock") of Laureate Education, Inc. ("Laureate").

F2: Pursuant to an agreement (the "Founders' Agreement") among Douglas L. 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 Laureate. Each Sterling Founder controls the voting and disposition of the securities allocable to such Sterling Founder. In light of the Founders' Agreement, Mr. Taslitz may be deemed to indirectly beneficially own a portion of the shares of Class B Common Stock issued upon the conversion of the PSUs.

F3: On October 2, 2013, Mr. Becker was granted 181,265 PSUs, vesting in five equal tranches dependent upon Laureate achieving the applicable Equity Value Target as set forth in the applicable Performance Share Units Notice. 36,253 PSUs vested on April 17, 2017 (the "Vesting Date").

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

F5: On the trading day immediately prior to the Vesting Date, the closing price of one share of Class A Common Stock traded on the NASDAQ Stock Exchange was $14.60. On April 17, 2017, 15,209 shares of Class B Common Stock otherwise issuable upon the vesting of the PSUs were forfeited to pay the applicable withholding taxes due in connection with the PSUs' vesting.

F6: 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.