LAUREATE EDUCATION, INC. — Director's Dealing 2019

Dec 20, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LAUREATE EDUCATION, INC. (LAUR)
CIK: 0000912766
Period of Report: 2019-12-17

Reporting Person: BECKER DOUGLAS L (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-12-17	Class A Common Stock	M	200	—	Acquired	200	Direct
2019-12-17	Class A Common Stock	S	200	$17.5000	Disposed	0	Direct
2019-12-18	Class A Common Stock	M	76041	—	Acquired	76041	Direct
2019-12-18	Class A Common Stock	S	76041	$17.5032	Disposed	0	Direct
2019-12-19	Class A Common Stock	M	150960	—	Acquired	150960	Direct
2019-12-19	Class A Common Stock	S	150960	$17.5030	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-12-17	Employee Stock Option (Right to Buy)	$17	M	200	Disposed	2019-12-31	Class B Common Stock (200)	Direct
2019-12-17	Class B Common Stock	$	M	200	Acquired		Class A Common Stock (200)	Direct
2019-12-17	Class B Common Stock	$	M	200	Disposed		Class A Common Stock (200)	Direct
2019-12-18	Employee Stock Option (Right to Buy)	$17	M	76041	Disposed	2019-12-31	Class B Common Stock (76041)	Direct
2019-12-18	Class B Common Stock	$	M	76041	Acquired		Class A Common Stock (76041)	Direct
2019-12-18	Class B Common Stock	$	M	76041	Disposed		Class A Common Stock (76041)	Direct
2019-12-19	Employee Stock Option (Right to Buy)	$17	M	150960	Disposed	2019-12-31	Class B Common Stock (150960)	Direct
2019-12-19	Class B Common Stock	$	M	150960	Acquired		Class A Common Stock (150960)	Direct
2019-12-19	Class B Common Stock	$	M	150960	Disposed		Class A Common Stock (150960)	Direct

Footnotes

F1: Represents the number of shares that were acquired upon conversion of Class B Common Stock ("Class B Common Stock") of Laureate Education, Inc. ("Laureate") to Class A Common Stock of Laureate ("Class A Common Stock").

F2: Each share of Class B Common Stock is convertible into one share of Class A Common Stock upon the election of the holder or upon transfer, subject to the terms of Laureate's Amended and Restated Certificate of Incorporation.

F3: Pursuant to an agreement (the "Founders' Agreement") among Douglas L. Becker, Steven M. Taslitz, R. Christopher Hoehn-Saric and one other founder of Sterling (the "Sterling Founders"), the Sterling Founders share equally, on a net after-tax basis, in certain equity securities they receive in connection with services rendered by any of them to certain entities, including Laureate. Each Sterling Founder controls the voting and disposition of the securities allocable to such Sterling Founder. In light of the Founders' Agreement, each of Messrs. Taslitz and Hoehn-Saric may be deemed to indirectly beneficially own a portion of the options, the shares of Class B Common Stock of Laureate issued upon exercise thereof (as well as the shares of Class A Common Stock issued upon conversion thereof) and has made a separate Form 4 filing with respect thereto.

F4: The sales reported on this Form 4 were effected for purposes of funding the payment of the exercise price, and satisfaction of tax withholding obligations, in connection with the exercise of options expiring on December 31, 2019, pursuant to a Rule 10b5-1 trading plan adopted by Mr. Becker on September 13, 2019.

F5: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions on December 18, 2019 at prices ranging from $17.50 to $17.56, inclusive. The reporting person undertakes to provide to Laureate, any security holder of Laureate or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F6: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions on December 19, 2019 at prices ranging from $17.50 to $17.53, inclusive. The reporting person undertakes to provide to Laureate, any security holder of Laureate or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F7: Represents an option to purchase shares of Class B Common Stock issued to Mr. Becker.

F8: The shares of Class B Common Stock shown as beneficially owned in this report do not include other shares beneficially owned directly or indirectly, through Wengen or otherwise, by the Reporting Person.

F9: Represents the number of shares of Class B Common Stock that were acquired upon the exercise of an option to purchase shares of Class B Common Stock issued to Mr. Becker.

F10: The reporting person disclaims beneficial ownership of the securities reported herein, except to the extent of the reporting person's pecuniary interest therein. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership by the reporting person of any securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise.