| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 01/31/2017 | 3. Issuer Name and Ticker or Trading Symbol LAUREATE EDUCATION, INC. [ LAUR ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) 03/02/2017 | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Option (Right to Buy) | (1)(2) | 10/02/2023 | Class B Common Stock | 710,530 | 23.2(1) | I | See Footnotes(2)(3)(18) |
| Stock Option (Right to Buy) | 06/17/2018(1) | 10/25/2026 | Class B Common Stock | 114,790 | 23.26(1) | I | See Footnotes(3)(4)(8) |
| Class B Common Stock | (1) | (1) | Class A Common Stock | 68,427 | (1) | I | See Footnotes(3)(5)(18) |
| Class B Common Stock | (1) | (1) | Class A Common Stock | 13,889 | (1) | I | See Footnotes(6)(18) |
| Class B Common Stock | (1) | (1) | Class A Common Stock | 1,056 | (1) | I | See Footnotes(7)(8)(9)(18) |
| Class B Common Stock | (1) | (1) | Class A Common Stock | 1,101 | (1) | I | See Footnotes(3)(7)(8)(10)(18) |
| Class B Common Stock | (1) | (1) | Class A Common Stock | 1,345,292 | (1) | I | See Footnotes(7)(8)(11)(18) |
| Class B Common Stock | (1) | (1) | Class A Common Stock | 523,027 | (1) | I | See Footnotes(7)(8)(12)(18) |
| Class B Common Stock | (1) | (1) | Class A Common Stock | 255,622 | (1) | I | See Footnotes(7)(8)(13)(18) |
| Class B Common Stock | (1) | (1) | Class A Common Stock | 2,202,188 | (1) | I | See Footnotes(7)(8)(14)(18) |
| Class B Common Stock | (1) | (1) | Class A Common Stock | 2,020,473 | (1) | I | See Footnotes(7)(8)(15)(18) |
| Class B Common Stock | (1) | (1) | Class A Common Stock | 3,232,757 | (1) | I | See Footnotes(7)(8)(16)(18) |
| Class B Common Stock | (1) | (1) | Class A Common Stock | 1,104 | (1) | I | See Footnotes(7)(8)(17)(18) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Each share of Class B Common Stock ("Class B Common Stock") of Laureate Education, Inc. (the "Issuer") is convertible into one share of Class A Common Stock of the Issuer upon the election of the holder or upon transfer, subject to the terms of the Issuer's Amended and Restated Certificate of Incorporation. |
| 2. Represents an option to purchase shares of Class B Common Stock issued to Douglas L. Becker. The option is vested with respect to 595,929 of the underlying shares of Class B Common Stock and will vest with respect to an additional 114,601 of such shares on December 31, 2017. In light of the Founders' Agreement (defined in Footnote 3), Steven M. Taslitz may be deemed to indirectly beneficially own a portion of these options. |
| 3. Pursuant to an agreement (the "Founders' Agreement") among Messrs. Becker and Taslitz, R. Christopher Hoehn-Saric and one other founder of Sterling (the "Sterling Founders"), the Sterling Founders share equally, on a net after-tax basis, in certain equity securities they receive in connection with services rendered by any of them to certain entities, including the Issuer. Each Sterling Founder controls the voting and disposition of the securities allocable to such Sterling Founder. |
| 4. Represents an option to purchase shares of Class B Common Stock issued to Mr. Becker. In light of the Founders' Agreement, Mr. Taslitz may be deemed to indirectly beneficially own a portion of these options. |
| 5. Represents Class B Common Stock held directly by Mr. Becker. In light of the Founders' Agreement, Mr. Taslitz may be deemed to indirectly beneficially own a portion of these shares of Class B Common Stock in the Issuer. |
| 6. Represents shares of Class B Common Stock held by Sterling Fund Management, LLC ("SFM"). Messrs. Becker, Taslitz and Hoehn-Saric are the managers of SFM. |
| 7. Represents shares of Class B Common Stock held directly by Wengen Alberta, Limited Partnership ("Wengen"), whose general partner is Wengen Investments Limited ("Wengen GP"). Certain investors, including, but not limited to, certain investment funds and other persons affiliated with or managed by SFM (including the Reporting Persons), Kohlberg Kravis Roberts & Co. L.P., Cohen Private Ventures, LLC, Bregal Investments, Inc., StepStone Group LP and Snow Phipps Group, LLC (collectively, the "Wengen Investors") have interests in the Issuer through Wengen. Certain Wengen Investors (including the Reporting Persons) have designated representatives who serve on the board of directors of Wengen GP. |
| 8. Mr. Taslitz serves as a designated representative of the Reporting Persons on the board of directors of the Issuer pursuant to a securityholders agreement. As of January 31, 2017, John A. Miller also served as a designated representative of the Reporting Persons on the board of directors of the Issuer. Mr. Miller's service as such terminated upon the consummation of the initial public offering of Class A Common Stock of the Issuer on February 6, 2017. |
| 9. Mr. Taslitz may be deemed to indirectly beneficially own these shares of Class B Common Stock in the Issuer by virtue of his direct limited partnership interest in Wengen. |
| 10. Represents shares of Class B Common Stock in the Issuer that Mr. Becker may be deemed to indirectly beneficially own by virtue of his direct limited partnership interest in Wengen. In light of the Founders' Agreement, Mr. Taslitz may be deemed to indirectly beneficially own a portion of these shares of Class B Common Stock in the Issuer. |
| 11. Represents shares of Class B Common Stock in the Issuer that Sterling Laureate, LP ("Sterling Laureate") may be deemed to indirectly beneficially own by virtue of its limited partnership interests in Wengen. SP-L Management III, LLC ("SP-L Management III") is the general partner Sterling Laureate, and SP-L Parent, LLC ("SP-L Parent") is the general partner of SP-L Management III. Messrs. Becker, Taslitz and Hoehn-Saric are the managers of SP-L Parent, but, as memorialized in a memorandum of understanding, Mr. Becker does not share voting or investment power over these shares. |
| 12. Represents shares of Class B Common Stock in the Issuer that Sterling Laureate Executives Fund, LP ("Sterling Executives Fund") may be deemed to indirectly beneficially own by virtue of its limited partnership interests in Wengen. SP-L Management IV, LLC ("SP-L Management IV") is the general partner of Sterling Executives Fund, and SP-L Parent is the general partner of SP-L Management IV. Messrs. Becker, Taslitz and Hoehn-Saric are the managers of SP-L Parent, but, as memorialized in a memorandum of understanding, Mr. Becker does not share voting or investment power over these shares. |
| 13. Represents shares of Class B Common Stock in the Issuer that Sterling Laureate Rollover, LP ("Sterling Rollover") may be deemed to indirectly beneficially own by virtue of its limited partnership interests in Wengen. SP-L Management V, LLC ("SP-L Management V") is the general partner of Sterling Rollover, and SP-L Parent is the general partner of SP-L Management V. Messrs. Becker, Taslitz and Hoehn-Saric are the managers of SP-L Parent, but, as memorialized in a memorandum of understanding, Mr. Becker does not share voting or investment power over these shares. |
| 14. Represents shares of Class B Common Stock in the Issuer that SP-L Affiliate, LLC ("SP-L Affiliate") may be deemed to indirectly beneficially own by virtue of its limited partnership interest in Wengen. Messrs. Becker, Taslitz and Hoehn-Saric are the managers of SP-L Affiliate. |
| 15. Represents shares of Class B Common Stock in the Issuer that Sterling Capital Partners II, L.P. ("SCP II LP") may be deemed to indirectly beneficially own by virtue of its limited partnership interest in Wengen. SC Partners II, L.P. ("SC Partners II") is the sole general partner of SCP II LP, and Sterling Capital Partners II, LLC ("SCP II LLC") is the sole general partner of SC Partners II. Messrs. Becker, Taslitz and Hoehn-Saric are the managers of SP II LLC, but, as memorialized in a memorandum of understanding, Mr. Becker does not share voting or investment power over these shares. |
| 16. Represents shares of Class B Common Stock in the Issuer that Sterling Capital Partners III, L.P. ("SCP III LP") may be deemed to indirectly beneficially own by virtue of its limited partnership interest in Wengen. SC Partners III, L.P. ("SC Partners III") is the sole general partner of SCP III LP, and Sterling Capital Partners III, LLC ("SCP III LLC") is the sole general partner of SC Partners III. Messrs. Becker, Taslitz and Hoehn-Saric are the managers of SP III LLC, but, as memorialized in a memorandum of understanding, Mr. Becker does not share voting or investment power over these shares. |
| 17. KJT 2013 Gift Trust ("KJT") may be deemed to indirectly beneficially own these shares of Class B Common Stock in the Issuer by virtue of its limited partnership interest in Wengen. Mr. Taslitz is the sole trustee of KJT, with sole voting and dispositive power over the securities held by KJT, and, along with his adult children, is a beneficiary of KJT. |
| 18. 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 any of the Reporting Persons is 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 by such Reporting Person of any securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise. |
| Remarks: |
| Exhibit List: Exhibit 99 |
| /s/ M. Avi Epstein, attorney-in-fact for Steven M. Taslitz | 03/02/2017 | |
| /s/ M. Avi Epstein, attorney-in-fact for KJT 2013 Gift Trust | 03/02/2017 | |
| ** 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 5 (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. | ||
