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: Kaplan Jonathan (President/CEO, Walden Univ.)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$0.00		Class A Common Stock (14214)		Direct
Employee Stock Option (right to buy)	$18.36	2017-10-02	Class B Common Stock (117500)		Direct
Employee Stock Option (right to buy)	$22.88	2021-03-18	Class B Common Stock (17500)		Direct
Employee Stock Option (right to buy)	$23.20	2023-10-02	Class B Common Stock (74382)		Direct
Employee Stock Option (right to buy)	$23.20	2023-10-02	Class B Common Stock (29753)		Direct
Performance Share Units	$		Class B Common Stock (9412)		Direct

Footnotes

F1: Each share of Class B Common Stock ("Class B Common Stock") of Laureate Education, Inc. (the "Company") is convertible into one share of Class A Common Stock of the Company ("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.

F2: All of these options are exercisable immediately.

F3: 59,506 of these options are exercisable immediately. Subject to the reporting person's continued employment, 20% of these options will become exercisable on December 31, 2017.

F4: 17,852 of these options are exercisable immediately. Subject to the reporting person's continued employment, (A) 20% will become exercisable if the Company achieves the applicable equity value target determined pursuant to the Company's 2013 Long-Term Incentive Plan (the "Equity Value Target" and the "2013 Plan", respectively) with respect to fiscal year 2016, and (B) 20% will become exercisable if the Company achieves the applicable Equity Value Target with respect to fiscal year 2017.

F5: Each Performance Share Unit ("PSU") represents the right to receive one share of Class B Common Stock. On the vesting date, the reporting person will be issued a corresponding number of shares of Class B Common Stock. Subject to the reporting person's continued employment, (A) one-half (1/2) of these PSUs will vest if the Company achieves the applicable Equity Value Target with respect to fiscal year 2016, and (B) one-half (1/2) will vest if the Company achieves the applicable Equity Value Target with respect to fiscal year 2017.