Form 4 - Statement of changes in beneficial ownership of securities
06 Janvier 2024 - 1:42AM
Edgar (US Regulatory)
SEC Form 4
FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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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OMB APPROVAL |
OMB Number: |
3235-0287 |
Estimated average burden |
hours per response: |
0.5 |
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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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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
1. Name and Address of Reporting Person*
545 MADISON AVENUE |
10TH FLOOR |
(Street)
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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 |
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Officer (give title below) |
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Other (specify below) |
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3. Date of Earliest Transaction
(Month/Day/Year) 11/14/2023
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Form filed by One Reporting Person |
X |
Form filed by More than One Reporting Person |
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction 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 |
V |
Amount |
(A) or (D) |
Price |
Common Stock |
11/14/2023 |
|
S |
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36,622 |
D |
$13.377
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2,805,213 |
I |
See footnote
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Common Stock |
11/15/2023 |
|
S |
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9,226 |
D |
$13.3108
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2,795,987 |
I |
See footnote
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Common Stock |
11/16/2023 |
|
S |
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5,015 |
D |
$13.2548
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2,790,972 |
I |
See footnote
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Common Stock |
11/17/2023 |
|
S |
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3,824 |
D |
$13.2571
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2,787,148 |
I |
See footnote
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Common Stock |
11/20/2023 |
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S |
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90 |
D |
$13.27
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2,787,058 |
I |
See footnote
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Common Stock |
11/21/2023 |
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S |
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18,635 |
D |
$13.2785
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2,768,423 |
I |
See footnote
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Common Stock |
11/22/2023 |
|
S |
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24,480 |
D |
$13.3422
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2,743,943 |
I |
See footnote
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Common Stock |
11/24/2023 |
|
S |
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11,550 |
D |
$13.2832
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2,732,393 |
I |
See footnote
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Common Stock |
11/27/2023 |
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S |
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23,648 |
D |
$13.2738
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2,708,745 |
I |
See footnote
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Common Stock |
11/28/2023 |
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S |
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985 |
D |
$13.2586
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2,707,760 |
I |
See footnote
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Common Stock |
11/29/2023 |
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S |
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358 |
D |
$13.2575
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2,707,402 |
I |
See footnote
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Common Stock |
11/30/2023 |
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S |
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442 |
D |
$13.2502
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2,706,960 |
I |
See footnote
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Common Stock |
12/01/2023 |
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S |
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18,395 |
D |
$13.2755
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2,688,565 |
I |
See footnote
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Common Stock |
12/04/2023 |
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S |
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179 |
D |
$13.25
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2,688,386 |
I |
See footnote
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Common Stock |
|
|
|
|
|
|
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43,589 |
I |
See footnote
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Common Stock |
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|
|
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|
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2,071,339 |
I |
See footnote
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
1. Name and Address of Reporting Person*
545 MADISON AVENUE |
10TH FLOOR |
(Street)
Relationship of Reporting Person(s) to Issuer
X |
Director |
X |
10% Owner |
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Officer (give title below) |
|
Other (specify below) |
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1. Name and Address of Reporting Person*
545 MADISON AVENUE, 10TH FLOOR |
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(Street)
Relationship of Reporting Person(s) to Issuer
X |
Director |
X |
10% Owner |
|
Officer (give title below) |
|
Other (specify below) |
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|
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1. Name and Address of Reporting Person*
545 MADISON AVENUE, 10TH FLOOR |
|
(Street)
Relationship of Reporting Person(s) to Issuer
X |
Director |
X |
10% Owner |
|
Officer (give title below) |
|
Other (specify below) |
|
|
|
|
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1. Name and Address of Reporting Person*
545 MADISON AVENUE, 10TH FLOOR |
|
(Street)
Relationship of Reporting Person(s) to Issuer
X |
Director |
X |
10% Owner |
|
Officer (give title below) |
|
Other (specify below) |
|
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|
|
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1. Name and Address of Reporting Person*
545 MADISON AVENUE, 10TH FLOOR |
|
(Street)
Relationship of Reporting Person(s) to Issuer
X |
Director |
X |
10% Owner |
|
Officer (give title below) |
|
Other (specify below) |
|
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|
|
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1. Name and Address of Reporting Person*
545 MADISON AVENUE, 10TH FLOOR |
|
(Street)
Relationship of Reporting Person(s) to Issuer
X |
Director |
X |
10% Owner |
|
Officer (give title below) |
|
Other (specify below) |
|
|
|
|
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1. Name and Address of Reporting Person*
545 MADISON AVENUE, 10TH FLOOR |
|
(Street)
Relationship of Reporting Person(s) to Issuer
X |
Director |
X |
10% Owner |
|
Officer (give title below) |
|
Other (specify below) |
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Explanation of Responses: |
Remarks: |
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See Exhibit 99.1 |
01/05/2024 |
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** 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 Number. |
Exhibit 99.1
Joint Filer Information
Name of Joint Filer: Snow Phipps Group, L.P.
Address of Joint Filer: 545 Madison Avenue, 10th Floor
New York, NY 10022
Relationship of Joint Filer to Issuer: Director, 10% Owner
Issuer Name and Ticker or Trading Symbol: Laureate Education, Inc. [LAUR]
Date of Earliest Transaction Required to be
Reported (Month/Day/Year): November 14, 2023
Designated Filer: Ian Kendell Snow
Signature:
Snow Phipps Group, L.P.
/s/ Ian Snow
-----------------------------------------------
Name: Ian Snow
Title: Managing Member
January 5, 2024
Date
Joint Filer Information
Name of Joint Filer: SPG Co-Investment, L.P.
Address of Joint Filer: 545 Madison Avenue, 10th Floor
New York, NY 10022
Relationship of Joint Filer to Issuer: Director, 10% Owner
Issuer Name and Ticker or Trading Symbol: Laureate Education, Inc. [LAUR]
Date of Earliest Transaction Required to be
Reported (Month/Day/Year): November 14, 2023
Designated Filer: Ian Kendell Snow
Signature:
SPG Co-Investment, L.P.
/s/ Ian Snow
-----------------------------------------------
Name: Ian Snow
Title: Managing Member
January 5, 2024
Date
Joint Filer Information
Name of Joint Filer: Snow Phipps Group (B), L.P.
Address of Joint Filer: 545 Madison Avenue, 10th Floor
New York, NY 10022
Relationship of Joint Filer to Issuer: Director, 10% Owner
Issuer Name and Ticker or Trading Symbol: Laureate Education, Inc. [LAUR]
Date of Earliest Transaction Required to be
Reported (Month/Day/Year): November 14, 2023
Designated Filer: Ian Kendell Snow
Signature:
Snow Phipps Group (B), L.P.
/s/ Ian Snow
-----------------------------------------------
Name: Ian Snow
Title: Managing Member
January 5, 2024
Date
Joint Filer Information
Name of Joint Filer: Snow Phipps Group (Offshore), L.P.
Address of Joint Filer: 545 Madison Avenue, 10th Floor
New York, NY 10022
Relationship of Joint Filer to Issuer: Director, 10% Owner
Issuer Name and Ticker or Trading Symbol: Laureate Education, Inc. [LAUR]
Date of Earliest Transaction Required to be
Reported (Month/Day/Year): November 14, 2023
Designated Filer: Ian Kendell Snow
Signature:
Snow Phipps Group (Offshore), L.P.
/s/ Ian Snow
---------------------------------------------
Name: Ian Snow
Title: Managing Member
January 5, 2024
Date
Joint Filer Information
Name of Joint Filer: Snow Phipps Group (RPV), L.P.
Address of Joint Filer: 545 Madison Avenue, 10th Floor
New York, NY 10022
Relationship of Joint Filer to Issuer: Director, 10% Owner
Issuer Name and Ticker or Trading Symbol: Laureate Education, Inc. [LAUR]
Date of Earliest Transaction Required to be
Reported (Month/Day/Year): November 14, 2023
Designated Filer: Ian Kendell Snow
Signature:
Snow Phipps Group (RPV), L.P.
/s/ Ian Snow
-----------------------------------------------
Name: Ian Snow
Title: Managing Member
January 5, 2024
Date
Joint Filer Information
Name of Joint Filer: Ian Snow
Address of Joint Filer: 545 Madison Avenue, 10th Floor
New York, NY 10022
Relationship of Joint Filer to Issuer: Director, 10% Owner
Issuer Name and Ticker or Trading Symbol: Laureate Education, Inc. [LAUR]
Date of Earliest Transaction Required to be
Reported (Month/Day/Year): November 14, 2023
Designated Filer: Ian Kendell Snow
Signature:
Ian Snow
/s/ Ian Snow
-----------------------------------------------
Name: Ian Snow
Title: Managing Member
January 5, 2024
Date
Joint Filer Information
Name of Joint Filer: Snow Phipps Group, LLC
Address of Joint Filer: 545 Madison Avenue, 10th Floor
New York, NY 10022
Relationship of Joint Filer to Issuer: Director, 10% Owner
Issuer Name and Ticker or Trading Symbol: Laureate Education, Inc. [LAUR]
Date of Earliest Transaction Required to be
Reported (Month/Day/Year): November 14, 2023
Designated Filer: Ian Kendell Snow
Signature:
Snow Phipps Group, LLC
/s/ Ian Snow
-----------------------------------------------
Name: Ian Snow
Title: Managing Member
January 5, 2024
Date
Exhibit 99.1
Joint Filer Information
Name of Joint Filer: Snow Phipps Group, L.P.
Address of Joint Filer: 545 Madison Avenue, 10th Floor
New York, NY 10022
Relationship of Joint Filer to Issuer: Director, 10% Owner
Issuer Name and Ticker or Trading Symbol: Laureate Education, Inc. [LAUR]
Date of Earliest Transaction Required to be
Reported (Month/Day/Year): November 14, 2023
Designated Filer: Ian Kendell Snow
Signature:
Snow Phipps Group, L.P.
/s/ Ian Snow
-----------------------------------------------
Name: Ian Snow
Title: Managing Member
January 5, 2024
Date
Joint Filer Information
Name of Joint Filer: SPG Co-Investment, L.P.
Address of Joint Filer: 545 Madison Avenue, 10th Floor
New York, NY 10022
Relationship of Joint Filer to Issuer: Director, 10% Owner
Issuer Name and Ticker or Trading Symbol: Laureate Education, Inc. [LAUR]
Date of Earliest Transaction Required to be
Reported (Month/Day/Year): November 14, 2023
Designated Filer: Ian Kendell Snow
Signature:
SPG Co-Investment, L.P.
/s/ Ian Snow
-----------------------------------------------
Name: Ian Snow
Title: Managing Member
January 5, 2024
Date
Joint Filer Information
Name of Joint Filer: Snow Phipps Group (B), L.P.
Address of Joint Filer: 545 Madison Avenue, 10th Floor
New York, NY 10022
Relationship of Joint Filer to Issuer: Director, 10% Owner
Issuer Name and Ticker or Trading Symbol: Laureate Education, Inc. [LAUR]
Date of Earliest Transaction Required to be
Reported (Month/Day/Year): November 14, 2023
Designated Filer: Ian Kendell Snow
Signature:
Snow Phipps Group (B), L.P.
/s/ Ian Snow
-----------------------------------------------
Name: Ian Snow
Title: Managing Member
January 5, 2024
Date
Joint Filer Information
Name of Joint Filer: Snow Phipps Group (Offshore), L.P.
Address of Joint Filer: 545 Madison Avenue, 10th Floor
New York, NY 10022
Relationship of Joint Filer to Issuer: Director, 10% Owner
Issuer Name and Ticker or Trading Symbol: Laureate Education, Inc. [LAUR]
Date of Earliest Transaction Required to be
Reported (Month/Day/Year): November 14, 2023
Designated Filer: Ian Kendell Snow
Signature:
Snow Phipps Group (Offshore), L.P.
/s/ Ian Snow
---------------------------------------------
Name: Ian Snow
Title: Managing Member
January 5, 2024
Date
Joint Filer Information
Name of Joint Filer: Snow Phipps Group (RPV), L.P.
Address of Joint Filer: 545 Madison Avenue, 10th Floor
New York, NY 10022
Relationship of Joint Filer to Issuer: Director, 10% Owner
Issuer Name and Ticker or Trading Symbol: Laureate Education, Inc. [LAUR]
Date of Earliest Transaction Required to be
Reported (Month/Day/Year): November 14, 2023
Designated Filer: Ian Kendell Snow
Signature:
Snow Phipps Group (RPV), L.P.
/s/ Ian Snow
-----------------------------------------------
Name: Ian Snow
Title: Managing Member
January 5, 2024
Date
Joint Filer Information
Name of Joint Filer: Ian Snow
Address of Joint Filer: 545 Madison Avenue, 10th Floor
New York, NY 10022
Relationship of Joint Filer to Issuer: Director, 10% Owner
Issuer Name and Ticker or Trading Symbol: Laureate Education, Inc. [LAUR]
Date of Earliest Transaction Required to be
Reported (Month/Day/Year): November 14, 2023
Designated Filer: Ian Kendell Snow
Signature:
Ian Snow
/s/ Ian Snow
-----------------------------------------------
Name: Ian Snow
Title: Managing Member
January 5, 2024
Date
Joint Filer Information
Name of Joint Filer: Snow Phipps Group, LLC
Address of Joint Filer: 545 Madison Avenue, 10th Floor
New York, NY 10022
Relationship of Joint Filer to Issuer: Director, 10% Owner
Issuer Name and Ticker or Trading Symbol: Laureate Education, Inc. [LAUR]
Date of Earliest Transaction Required to be
Reported (Month/Day/Year): November 14, 2023
Designated Filer: Ian Kendell Snow
Signature:
Snow Phipps Group, LLC
/s/ Ian Snow
-----------------------------------------------
Name: Ian Snow
Title: Managing Member
January 5, 2024
Date
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