LAUREATE EDUCATION, INC. — Director's Dealing 2018

Apr 3, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LAUREATE EDUCATION, INC. (LAUR)
CIK: 0000912766
Period of Report: 2018-03-30

Reporting Person: Serck-Hanssen Eilif (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-30	Class A Common Stock	C	5995	—	Acquired	57920	Direct
2018-03-30	Class A Common Stock	A	14484	—	Acquired	72404	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-03-30	Performance Share Units	$	M	11515	Disposed		Class B Common Stock (11515)	Direct
2018-03-30	Class B Common Stock	$	M	11515	Acquired		Class A Common Stock (11515)	Direct
2018-03-30	Class B Common Stock	$	F	5520	Disposed		Class A Common Stock (5520)	Direct
2018-03-30	Class B Common Stock	$	C	5995	Disposed		Class A Common Stock (5995)	Direct
2018-03-30	Employee Stock Option (Right to Buy)	$17.44	A	14561	Acquired	2023-10-02	Class B Common Stock (14561)	Direct

Footnotes

F1: On June 14, 2017, the reporting person was granted 62,500 Performance Share Units issueable as shares of Laureate Class A Common Stock of Laureate Education, Inc. (the "Company") ("Class A PSUs"), vesting in three equal tranches dependent upon the Company achieving the applicable performance goal as set forth in the applicable Performance Share Units Notice. 20,834 Class A PSUs vested on March 30, 2018. 6,350 shares were withheld from the vesting in satisfaction of the reporting person's tax withholding liability.

F2: Each Performance Share Unit ("Class B PSU") represents the right to receive one share of Class B Common Stock ("Class B Common Stock") of the Company.

F3: As previously reported in footnote 5 on the Form 3 filed by the reporting person with the U.S. Securities and Exchange Commission on January 31, 2017, 11,515 Class B PSUs vested on March 30, 2018 (the "Vesting Date") upon the achievement by the Company of the applicable Equity Value Target with respect to fiscal year 2017.

F4: 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.

F5: 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 $13.75. On March 30, 2018, 5,520 shares of the Company's Class B Common Stock otherwise issueable upon the vesting of the Class B PSUs were forfeited to pay the applicable withholding taxes due in connection with the Class B PSUs' vesting.

F6: As reported at footnote 4 of the reporting person's Form 3, these options vested on March 30, 2018 following determination by the Compensation Committee of the Company's Board of Directors of the Company's achievement of the applicable Equity Value Target.

F7: Represents the aggregate number of vested options awarded pursuant to the reporting person's Stock Option Agreement dated October 2, 2013 (including time-based and performance-based options). This figure consolidates the option reported at footnotes 3 and 4 of the reporting person's Form 3.