LAUREATE EDUCATION, INC. — Director's Dealing 2017

Feb 7, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LAUREATE EDUCATION, INC. (LAUR)
CIK: 0000912766
Period of Report: 2017-02-05

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-05	Stock Option (Right to Buy)	$21.32	A	1386549	Acquired	2019-12-31	Class B Common Stock (1386549)	Indirect
2017-02-05	Stock Option (Right to Buy)	$14.00	A	1386549	Acquired	2019-12-31	Class B Common Stock (1386549)	Indirect

Footnotes

F1: Each share of Class B Common Stock of Laureate Education, Inc. (the "Issuer") is convertible into one share of Class A Common Stock of the Issuer upon the election of the holder or upon transfer, subject to the terms of the Issuer's Amended and Restated Certificate of Incorporation.

F2: Represents an option to purchase shares of Class B Common Stock of the Issuer issued to Douglas L. Becker. 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. In light of the Founders' Agreement, Mr. Hoehn-Saric may be deemed to indirectly beneficially own a portion of these options. Each of Mr. Becker and Mr. Taslitz, who also may be deemed to indirectly beneficially own a portion of these options, has made a separate Form 4 filing with respect to the issuance of these options.

F3: The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of the Reporting Person's pecuniary interest therein. This filing shall not be deemed an admission that the Reporting Person is subject to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and 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 Exchange Act, as amended, or otherwise.