Singer Paula R Form 4 LAUREATE EDUCATION / PAULA R SINGER ownership change

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SINGER PAULA R

(Last) (First) (Middle)

650 S. EXETER STREET

12TH FLOOR

(Street)

BALTIMORE MD 21202

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
LAUREATE EDUCATION, INC. [ LAUR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CEO Walden and Online Partners

3. Date of Earliest Transaction (Month/Day/Year)
06/17/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	06/17/2018		C		7,841	A	$0	99,176	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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
Restricted Stock Units	(1)	06/17/2018		M			10,714	06/17/2018	(1)	Class B Common Stock	10,714	$0	0	D
Class B Common Stock	(2)	06/17/2018		M		10,714		(2)	(2)	Class A Common Stock	10,714	$0	10,741	D
Performance Share Units	(3)	06/17/2018		M			4,285	(4)	(4)	Class B Common Stock	4,285	$0	0	D
Class B Common Stock	(2)	06/17/2018		M		4,285		(2)	(2)	Class A Common Stock	4,285	$0	14,999	D
Class B Common Stock	(2)	06/17/2018		F			7,158	(5)	(5)	Class A Common Stock	7,158	$0	7,841	D
Class B Common Stock	(2)	06/17/2018		C			7,841	(2)	(2)	Class A Common Stock	7,841	$0	0	D

Explanation of Responses:

1. As previously reported at footnote 7 of the reporting person's Form 3, each Restricted Stock Unit ("RSU") represents the right to receive one share of the Class B Common Stock of the Company and was issuable as shares of Class B Common Stock provided the reporting person remained employed through June 17, 2018.

2. Each share of the Company's Class B Common Stock is convertible into one share of the Company's 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.

3. Each Performance Share Unit ("PSU") represents the right to receive one share of Class B Common Stock of the Company.

4. As previously reported in footnote 6 on the Form 3 filed by the reporting person with the U.S. Securities and Exchange Commission on January 31, 2017, these PSUs were to vest upon the achievement by the Company of the applicable financial metrics, subject to the reporting person's continued employment with the Company, through June 17, 2018.

5. On the trading day immediately prior to June 17, 2018, the closing price of one share of the Company's Class A Common Stock traded on the NASDAQ Stock Exchange was $14.63. On June 18, 2018, 7,158 shares of the Company's Class B Common Stock otherwise issueable upon the vesting of the RSUs and PSUs reported herein were forfeited to pay the applicable withholding taxes due in connection with these vestings.

	/s/ Sean P. Mulcahy, Attorney-in-Fact	06/19/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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