LAUREATE EDUCATION, INC. — Director's Dealing 2019

Sep 17, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LAUREATE EDUCATION, INC. (LAUR)
CIK: 0000912766
Period of Report: 2019-09-12

Reporting Person: STERLING CAPITAL PARTNERS III LP (Director, 10% Owner)
Reporting Person: SC Partners III, L.P. (Director, 10% Owner)
Reporting Person: Sterling Capital Partners III, LLC (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-09-12	Class A Common Stock	C	997654	—	Acquired	997654	Indirect
2019-09-12	Class A Common Stock	S	997654	$16.72	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-09-12	Class B Common Stock	$	C	997654	Disposed		Class A Common Stock (997654)	Indirect

Footnotes

F1: Represents the number of shares that were acquired upon conversion of Class B Common Stock to Class A Common Stock.

F2: The shares of Class A Common Stock were sold in an underwritten public offering in which Wengen Alberta, Limited Partnership ("Wengen") was the sole selling stockholder.

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

F4: An aggregate of 997,654 shares of Class B common stock converted automatically into 997,654 shares of Class A common stock upon transfer to the underwriter in connection with the public offering.

F5: Represents shares held directly by Wengen. Wengen Investments Limited ("Wengen GP") is the general partner of Wengen. Certain investors, including, but not limited to, certain investment funds and other persons affiliated with or managed by Kohlberg Kravis Roberts & Co. L.P., CPV Partners, LLC, StepStone Group LP, Sterling Fund Management, LLC and Snow Phipps Group, LLC (collectively, the "Wengen Investors"), have interests in the Issuer through Wengen. Affiliates of the Reporting Persons and the other Wengen Investors have designated representatives who serve as members of the board of directors of Wengen GP.

F6: Sterling Capital Partners III, L.P. ("SCP III LP") may be deemed to indirectly beneficially own these shares by virtue of its limited partnership interest in Wengen. SC Partners III, L.P. ("SC Partners III") is the general partner of SCP III LP, and Sterling Capital Partners III, LLC ("SCP III LLC," and, collectively with SCP III LP and SC Partners III, the "Reporting Persons") is the general partner of SC Partners III. Douglas L. Becker, Steven M. Taslitz and R. Christopher Hoehn-Saric are the managers of SCP III LLC, but, as memorialized in a memorandum of understanding, Mr. Becker does not share voting or investment power over these shares.

F7: Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.