Statement of Changes in Beneficial Ownership (4)
26 Mai 2023 - 8:51PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Snow Ian Kendell |
2. Issuer Name and Ticker or Trading Symbol
LAUREATE EDUCATION, INC.
[
LAUR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
545 MADISON AVENUE, 10TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/24/2023 |
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(Street)
NEW YORK, NY 10022 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 5/24/2023 | | A | | 10171 (1) | A | $0.00 | 43589 (2) | I | See footnote (2) |
| Common Stock | | | | | | | | 2841835 | I | See footnote (3) |
| Common Stock | | | | | | | | 2081509 | I | See footnote (4) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Explanation of Responses: |
| (1) | Reflects a grant of 2,542 shares of common stock and 7,629 restricted stock units ("RSUs") as part of the 2023 annual retainer for non-employee director service. The RSUs will vest as follows, provided that the Reporting Person continues to serve as a director of Laureate Education, Inc.: 2,543 RSUs vest on each of June 30, 2023, September 30, 2023 and December 31, 2023. |
| (2) | Snow Phipps Group, LLC, Snow Phipps Group (Offshore), L.P., Snow Phipps Group (B), L.P., Snow Phipps Group, L.P ., and Snow Phipps Group (RPV), L.P. beneficially own such shares indirectly as a result of contractual arrangements with Mr. Snow. Mr. Snow disclaims beneficial ownership of the securities to the extent it exceeds his pecuniary interest therein and the inclusion of the securities in this report shall not be deemed to be an admission of beneficial ownership of the reported securities for the purposes of Section 16 of the Exchange Act or otherwise. |
| (3) | Represents shares of Common Stock held directly by Wengen Alberta, Limited Partnership ("Wengen"), whose general partner is Wengen Investments Limited. Certain investors, including, but not limited to, certain investment funds and other persons affiliated with or managed by Sterling Fund Management, LLC, Cohen Private Ventures, LLC and Snow Phipps Group, LLC have interests in the Issuer through Wengen. |
| (4) | Represents shares of Common Stock held directly by SPG GP, LLC, SPG Co-Investment, L.P., Snow Phipps Group (Offshore), L.P., Snow Phipps Group (B), L.P., Snow Phipps Group, L.P., Snow Phipps Group, LLC and Snow Phipps Group (RPV), L.P. |
Remarks:
Exhibit 99.1 - Joint Filer Information and Signatures, incorporated herein by reference. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Snow Ian Kendell
545 MADISON AVENUE
10TH FLOOR
NEW YORK, NY 10022 | X | X |
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Snow Phipps Group, L.P.
545 MADISON AVENUE, 10TH FLOOR
NEW YORK, NY 10022 | X | X |
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SPG Co-Investment, L.P.
545 MADISON AVENUE, 10TH FLOOR
NEW YORK, NY 10022 | X | X |
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Snow Phipps Group (B), L.P.
545 MADISON AVENUE, 10TH FLOOR
NEW YORK, NY 10022 | X | X |
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Snow Phipps Group (Offshore), L.P.
545 MADISON AVENUE, 10TH FLOOR
NEW YORK, NY 10022 | X | X |
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Snow Phipps Group (RPV), L.P.
545 MADISON AVENUE, 10TH FLOOR
NEW YORK, NY 10022 | X | X |
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Snow Phipps Group, LLC
545 MADISON AVENUE, 10TH FLOOR
NEW YORK, NY 10022 | X | X |
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Signatures
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| See Exhibit 99.1 | | 5/26/2023 |
| **Signature of Reporting Person | Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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