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: ZENTZ ROBERT W (Sr. VP & Gen'l Counsel)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-04-17	Performance Share Units	$	M	5148	Disposed		Class B Common Stock (5148)	Direct
2017-04-17	Performance Share Units	$	M	651	Disposed		Class B Common Stock (651)	Direct
2017-04-17	Performance Share Units	$	M	1304	Disposed		Class B Common Stock (1304)	Direct
2017-04-17	Class B Common Stock	$	M	7103	Acquired		Class B Common Stock (7103)	Direct
2017-04-17	Class B Common Stock	$	F	2305	Disposed		Class A Common Stock (2305)	Direct

Footnotes

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

F2: As previously reported in footnote 10 on the Form 3 filed by the reporting person with the U.S. Securities and Exchange Commission (the "SEC") on January 31, 2017, 5,148 PSUs vested on April 17, 2017 (the "Vesting Date") upon the achievement by the Company of the applicable Equity Value Target with respect to fiscal year 2016. Subject to the reporting person's continued employment with the Company, an additional 5,148 PSUs are eligible to vest if the Company achieves the applicable Equity Value Target with respect to fiscal year 2017.

F3: As previously reported in footnote 11 on the Form 3 filed by the reporting person with the SEC on January 31, 2017, 651 PSUs vested on the Vesting Date upon the achievement by the Company of the applicable Equity Value Target with respect to fiscal year 2016. Subject to the reporting person's continued employment with the Company, an additional 1,302 PSUs are eligible to vest in equal tranches of 651 PSUs if the Company achieves the applicable Equity Value Target with respect to fiscal years 2017 and 2018.

F4: As previously reported in footnote 12 on the Form 3 filed by the reporting person with the SEC on January 31, 2017, 1,304 PSUs vested on the Vesting Date upon the achievement by the Company of the applicable Equity Value Targets with respect to fiscal years 2015 and 2016 (both as determined after publication of the fiscal year 2016 audited financials). Subject to the reporting person's continued employment with the Company, an additional 1,956 PSUs are eligible to vest in equal tranches of 652 PSUs if the Company achieves the applicable Equity Value Target with respect to fiscal years 2017, 2018, and 2019.

F5: Each share of the Company's Class B Common Stock is convertible into one share of the Company's Class A Common Stock ("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.

F6: On the trading day immediately prior to the Vesting Date, the closing price of one share of the Company's Class A Common Stock traded on the NASDAQ Stock Exchange was $14.60. On April 17, 2017, 2,305 shares of the Company's 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.