LAUREATE EDUCATION, INC. — Director's Dealing 2018

Jan 12, 2018

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: LAUREATE EDUCATION, INC. (LAUR)
CIK: 0000912766
Period of Report: 2018-01-01

Reporting Person: Loureiro Jose Roberto (Chief Executive Officer Brazil)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	402	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (7681)		Direct
Restricted Stock Units	$		Class B Common Stock (8928)		Direct
Restricted Stock Units	$		Class A Common Stock (802)		Direct
Employee Stock Option (Right to Buy)	$21.52	2020-12-09	Class B Common Stock (67500)		Direct
Employee Stock Option (Right to Buy)	$17.44	2023-10-02	Class B Common Stock (46911)		Direct
Employee Stock Options (Right to Buy)	$17.89	2027-06-14	Class A Common Stock (2233)		Direct
Performance Share Units	$		Class A Common Stock (30000)		Direct

Footnotes

F1: 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.

F2: 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, all of these RSUs will vest on June 17, 2018.

F3: Each Restricted Stock Unit ("RSU") represents the right to receive one share of Class A Common Stock. On the vesting date, the reporting person will be issued a corresponding number of shares of Class A Common Stock. Subject to the reporting person's continued employment, (A) half (1/2) of these RSUs will vest on December 31, 2018, and (B) half (1/2) of these RSUs will vest on December 31, 2019.

F4: These options are fully vested and exercisable immediately.

F5: 745 of these options are vested and exercisable as of the date hereof. Subject to the reporting person's continued employment by the Company, one-half of the unvested balance of these options will vest on December 31, 2018, and the other one-half of the unvested balance of these options will vest on December 31, 2019.

F6: Subject to the reporting person's continued employment by the Company, Performance Share Units (PSUs) will vest in one-third annual tranches on each of December 31, 2018, December 31, 2019, and December 31, 2020, provided that the average closing price per share of the Company's Class A Common Stock as reported on the NASDAQ Global Select Market over the thirty (30) day period preceding those dates is equal to or greater than (i) $20 for those PSUs vesting on December 31, 2018, (ii) $22.50 for those PSUs vesting on December 31, 2019, and (iii) $25 for those PSUs vesting on December 31, 2020. Should the thirty day trailing average fall short of these targets for either December 31, 2018, December 31, 2019, or both, the PSUs for the year(s) in which the target is missed may vest if the trailing average target is achieved in the succeeding year.