LAUREATE EDUCATION, INC. — Director's Dealing 2019

Jan 3, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LAUREATE EDUCATION, INC. (LAUR)
CIK: 0000912766
Period of Report: 2018-12-31

Reporting Person: Darmon Tal (Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-12-31	Class A Common Stock	M	667	—	Acquired	4980	Direct
2018-12-31	Class A Common Stock	C	4031	—	Acquired	9011	Direct
2018-12-31	Class A Common Stock	F	1566	$14.82	Disposed	7445	Direct
2018-12-31	Class A Common Stock	F	314	$14.82	Disposed	7131	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-12-31	Restricted Stock Units	$	M	667	Disposed		Class A Common Stock (667)	Direct
2018-12-31	Restricted Stock Units	$	M	3750	Disposed		Class B Common Stock (3750)	Direct
2018-12-31	Class B Common Stock	$	M	3750	Acquired		Class A Common Stock (3750)	Direct
2018-12-31	Restricted Stock Units	$	M	281	Disposed		Class B Common Stock (281)	Direct
2018-12-31	Class B Common Stock	$	M	281	Acquired		Class A Common Stock (281)	Direct
2018-12-31	Class B Common Stock	$	C	4031	Disposed		Class A Common Stock (4031)	Direct

Footnotes

F1: Shares withheld from vesting of Restricted Stock Units originally granted on September 17, 2015, May 2, 2016, and June 14, 2017 (as further detailed below) in satisfaction of tax obligations based on closing price of $14.82 on December 28, 2018 of the Company's Class A Common Stock as traded on the NASDAQ stock exchange.

F2: Shares withheld from vesting of Restricted Stock Units originally granted on March 7, 2018 (having been previously reported as shares of Class A Common Stock on the reporting person's Form 4 filed on March 9, 2018) in satisfaction of tax obligations based on closing price of $14.82 on December 28, 2018 of the Company's Class A Common Stock as traded on the NASDAQ stock exchange. These RSUs are vesting in three equal annual installments on each of
December 31, 2018, December 31, 2019, and December 31, 2020.

F3: As reported in Footnote 1 of the Reporting Person's Form 4 filed on June 17, 2017, each Restricted Stock Unit represents the right to receive one share of Class A common stock of the Company subject to the Reporting Person's continued employment by the Company.

F4: On June 14, 2017, the Reporting Person was granted 2,002 Restricted Stock Units (which vest as Class A shares of common stock) vesting in one-third annual installments on December 31, 2017, December 31, 2018 and December 31, 2019, subject to the Reporting Person's continued employment by the Company.

F5: On September 17, 2015, the reporting person was granted 3,750 Restricted Stock Units, convertible to shares of the Company's Class B Common Stock, and each of which vested on December 31, 2018.

F6: Each share of Class B Common Stock ("Class B Common Stock") of Laureate Education, Inc. (the "Company") is convertible into one share of Class A Common Stock of the Company ("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.

F7: On May 2, 2016, the Reporting Person was awarded 841 Restricted Stock Units, which vested as shares of the Company's Class B Common Stock on each of December 31, 2016, December 31, 2017, and December 31, 2018.