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LAUREATE EDUCATION, INC. Director's Dealing 2021

Nov 2, 2021

31075_dirs_2021-11-01_41636e42-4bba-4d9c-9aee-34a2290b2fe1.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LAUREATE EDUCATION, INC. (LAUR)
CIK: 0000912766
Period of Report: 2021-10-28

Reporting Person: KKR 2006 Fund (Overseas), Limited Partnership (N/A)
Reporting Person: KKR Associates 2006 (Overseas, Limited Partnership (N/A)
Reporting Person: KKR 2006 LTD (N/A)
Reporting Person: KKR Partners II (International), LP (N/A)
Reporting Person: KKR PI-II GP LTD (N/A)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2021-10-28 Common Stock C 15374715 Acquired 31792064 Indirect
2021-10-28 Common Stock C 699340 Acquired 1050119 Indirect

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2021-10-28 Class B Common Stock $ C 15374715 Disposed Class A Common Stock (15374715) Indirect
2021-10-28 Class B Common Stock $ C 699340 Disposed Class A Common Stock (699340) Indirect

Footnotes

F1: Represents a conversion of shares of Class B common stock ("Class B Common Stock") of Laureate Education, Inc. (the "Issuer") into shares of Class A common stock of the Issuer ("Class A Common Stock") on a one-for-one basis. Pursuant to the Issuer's Amended and Restated Certificate of Incorporation, the Class A Common Stock of the Issuer and Class B Common Stock of the Issuer have converted into Common Stock of the Issuer.

F2: Each share of Class B Common Stock was 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.

F3: The Reporting Persons previously held a portion of their shares of Class A Common Stock and Class B Common Stock indirectly through Wengen Alberta, Limited Partnership, but such securities are now directly held by KKR 2006 Fund (Overseas), Limited Partnership and KKR Partners II (International), L.P. as described herein.

F4: KKR 2006 Fund (Overseas), Limited Partnership directly holds shares of Common Stock of the Issuer. KKR Associates 2006 (Overseas), Limited Partnership is the general partner of KKR 2006 Fund (Overseas), Limited Partnership. KKR 2006 Limited is the general partner of KKR Associates 2006 (Overseas), Limited Partnership. KKR Group Partnership L.P. is the sole shareholder of KKR 2006 Limited. KKR Group Holdings Corp. is the general partner of KKR Group Partnership L.P. KKR & Co. Inc. is the sole shareholder of KKR Group Holdings Corp. KKR Management LLP is the Series I preferred stockholder of KKR & Co. Inc. Messrs. Henry R. Kravis and George R. Roberts are the founding partners of KKR Management LLP.

F5: KKR Partners II (International), L.P. directly holds shares of Common Stock of the Issuer. KKR PI-II GP Limited is the general partner of KKR Partners II (International), L.P.

F6: Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. This filing shall not be deemed an admission that the Reporting Persons are subject to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of any securities reported herein for purposes of Section 16 of the Exchange Act otherwise.