LAUREATE EDUCATION, INC. — Director's Dealing 2017

Feb 1, 2017

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: LAUREATE EDUCATION, INC. (LAUR)
CIK: 0000912766
Period of Report: 2017-01-31

Reporting Person: Sterling Fund Management LLC (Director, 10% Owner)
Reporting Person: Sterling Capital Partners II L P (Director, 10% Owner)
Reporting Person: SC Partners II, L.P. (Director, 10% Owner)
Reporting Person: Sterling Capital Partners II, LLC (Director, 10% Owner)
Reporting Person: STERLING CAPITAL PARTNERS III LP (Director, 10% Owner)
Reporting Person: SC Partners III, L.P. (Director, 10% Owner)
Reporting Person: Sterling Capital Partners III, LLC (Director, 10% Owner)
Reporting Person: SP-L Affiliate, LLC (Director, 10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (13889)		Direct
Class B Common Stock	$		Class A Common Stock (2202188)		Indirect
Class B Common Stock	$		Class A Common Stock (2020473)		Indirect
Class B Common Stock	$		Class A Common Stock (3232757)		Indirect

Footnotes

F1: Each share of Class B Common Stock ("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 shares of Class B Common Stock held by Sterling Fund Management, LLC ("SFM"). Douglas L. Becker, Steven M. Taslitz and R. Christopher Hoehn-Saric are the managers of SFM.

F3: Represents shares of Class B Common Stock held directly by Wengen Alberta, Limited Partnership ("Wengen"), whose general partner is Wengen Investments Limited ("Wengen GP"). Certain investors, including, but not limited to, certain investment funds and other persons affiliated with or managed by SFM (including the Reporting Persons), Kohlberg Kravis Roberts & Co. L.P., Cohen Private Ventures, LLC, Bregal Investments, Inc., StepStone Group LP and Snow Phipps Group, LLC (collectively, the "Wengen Investors") have interests in the Issuer through Wengen. Certain Wengen Investors (including the Reporting Persons) have designated representatives who serve on the board of directors of Wengen GP.

F4: Each of Messrs. Becker and Taslitz serves as a designated representative of the Reporting Persons on the board of directors of the Issuer pursuant to a securityholders agreement. As of January 31, 2017, John A. Miller also serves as a designated representative of the Reporting Persons on the board of directors of the Issuer. Mr. Miller's service as such will terminate upon the consummation of the initial public offering of Class A Common Stock of the Issuer.

F5: SP-L Affiliate, LLC ("SP-L Affiliate") may be deemed to indirectly beneficially own these shares of Class B Common Stock in the Issuer by virtue of its limited partnership interest in Wengen. Messrs. Becker, Taslitz and Hoehn-Saric are the managers of SP-L Affiliate.

F6: Sterling Capital Partners II, L.P. ("SCP II LP") may be deemed to indirectly beneficially own these shares of Class B Common Stock in the Issuer by virtue of its limited partnership interest in Wengen. SC Partners II, L.P. is the general partner of SCP II LP, and Sterling Capital Partners II, LLC ("SCP II LLC") is the general partner of SC Partners II, L.P. Messrs. Becker, Taslitz and Hoehn-Saric are the managers of SCP II LLC.

F7: Sterling Capital Partners III, L.P. ("SCP III LP") may be deemed to indirectly beneficially own these shares of Class B Common Stock in the Issuer by virtue of its limited partnership interest in Wengen. SC Partners III, L.P. is the sole general partner of SCP III LP, and Sterling Capital Partners III, LLC ("SCP III LLC") is the general partner of SC Partners III, L.P. Messrs. Becker, Taslitz and Hoehn-Saric are the managers of SCP III LLC.

F8: Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. This filing shall not be deemed an admission that any of the Reporting Persons 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 such Reporting Person of any securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise.