LAUREATE EDUCATION, INC. — Director's Dealing 2018

Jun 19, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LAUREATE EDUCATION, INC. (LAUR)
CIK: 0000912766
Period of Report: 2018-06-17

Reporting Person: Broker Neel (CEO EMEAA)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-06-17	Class A Common Stock	A	2165	—	Acquired	9954	Direct
2018-06-17	Class A Common Stock	C	5414	—	Acquired	15368	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-06-17	Restricted Stock Units	$	M	8928	Disposed		Class B Common Stock (8928)	Direct
2018-06-17	Class B Common Stock	$	M	8928	Acquired		Class A Common Stock (8928)	Direct
2018-06-17	Class B Common Stock	$	F	3514	Disposed		Class A Common Stock (3514)	Direct
2018-06-17	Class B Common Stock	$	C	5414	Disposed		Class A Common Stock (5414)	Direct

Footnotes

F1: Represents the net issuance of shares in connection with the vesting of 3,571 Performance Share Units originally awarded pursuant to a Performance Share Units Notice dated October 25, 2016, the terms of which provide that 3,571
PSUs granted thereunder shall vest upon satisfaction of the performance goals set forth therein. Upon their vesting, the PSUs granted pursuant to the October 2016 award were originally issueable as shares of Class B Common Stock of the Company. The reporting person has previously provided a standing instruction to convert the issueable Class B Shares to Class A Shares upon their issuance. Shares of Class B Common Stock of the Company are convertible to
shares of Class A Common Stock upon the written election of the shareholder and otherwise in accordance with the Company's charter. In connection with the PSUs' vesting, 1,406 shares were withheld to satisfy the reporting person's
withholding tax obligations. This amount was determined based upon the closing price on the date immediately prior to the vesting date of $14.63 per share of Class A Common Stock as traded on the NASDAQ Stock Exchange.

F2: Each Restricted Stock Unit ("RSU") represents the right to receive one share of Class B Common Stock, as previously reported by the reporting person at footnote 2 of the Form 3 filed on January 11, 2018.

F3: Each share of Class B Common Stock of Laureate Education, Inc. (the "Company") is convertible into one share of Class A Common Stock of the Company upon the election of the holder or upon transfer, subject to the terms of the Company's Amended and Restated Certificate of Incorporation.

F4: In connection with the RSUs' vesting, 3,514 shares were withheld to satisfy the reporting person's withholding tax obligations. This amount was determined based upon the closing price on the date immediately prior to the vesting date
of $14.63 per share of Class A Common Stock as traded on the NASDAQ Stock Exchange.