Taslitz Steven Form 4 LAUREATE EDUCATION / Steven Taslitz 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^*

Taslitz Steven

(Last)

(First)

(Middle)

C/O STERLING PARTNERS

401 N. MICHIGAN AVE., SUITE 3300

(Street)

CHICAGO

60611

(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)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/20/2019

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	12/20/2019		M		415,261⁽¹⁾	A	⁽²⁾	415,261⁽³⁾⁽¹⁰⁾	I	See footnotes.⁽³⁾⁽¹⁰⁾
Class A Common Stock	12/20/2019		S⁽⁴⁾		415,261	D	$17.55⁽⁵⁾	0⁽³⁾⁽¹⁰⁾	I	See footnotes.⁽³⁾⁽¹⁰⁾
Class A Common Stock	12/23/2019		M		38,045⁽¹⁾	A	⁽²⁾	38,045⁽³⁾⁽¹⁰⁾	I	See footnotes.⁽³⁾⁽¹⁰⁾
Class A Common Stock	12/23/2019		S⁽⁴⁾		38,045	D	$17.7303⁽⁶⁾	0⁽³⁾⁽¹⁰⁾	I	See footnotes.⁽³⁾⁽¹⁰⁾
Class A Common Stock	12/24/2019		M		12,768⁽¹⁾	A	⁽²⁾	12,768⁽³⁾⁽¹⁰⁾	I	See footnotes.⁽³⁾⁽¹⁰⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)⁽²⁾⁽⁷⁾	$17⁽²⁾	12/20/2019		M			415,261	02/06/2017	12/31/2019	Class B Common Stock⁽²⁾	415,261⁽⁸⁾	$0	744,087⁽³⁾⁽⁸⁾⁽¹⁰⁾	I	See footnotes.⁽³⁾⁽⁸⁾⁽¹⁰⁾
Class B Common Stock	⁽⁹⁾	12/20/2019		M		415,261		12/20/2019	⁽²⁾	Class A Common Stock	415,261⁽⁸⁾	$0	415,261⁽³⁾⁽⁸⁾⁽¹⁰⁾	I	See footnotes.⁽³⁾⁽⁸⁾⁽¹⁰⁾
Class B Common Stock⁽²⁾	⁽²⁾	12/20/2019		M			415,261	12/20/2019	⁽²⁾	Class A Common Stock	415,261	$0	415,261⁽³⁾⁽⁸⁾	I	See footnotes.⁽³⁾⁽⁸⁾
Employee Stock Option (Right to Buy)⁽²⁾⁽⁷⁾	$17⁽²⁾	12/23/2019		M			38,045	02/06/2017	12/31/2019	Class B Common Stock⁽²⁾	38,045⁽⁸⁾	$0	706,042⁽³⁾⁽⁸⁾⁽¹⁰⁾	I	See footnotes.⁽³⁾⁽⁸⁾⁽¹⁰⁾
Class B Common Stock	⁽⁹⁾	12/23/2019		M		38,045		12/23/2019	⁽²⁾	Class A Common Stock	38,045⁽⁸⁾	$0	38,045⁽³⁾⁽⁸⁾⁽¹⁰⁾	I	See footnotes.⁽³⁾⁽⁸⁾⁽¹⁰⁾
Class B Common Stock⁽²⁾	⁽²⁾	12/23/2019		M			38,045	12/23/2019	⁽²⁾	Class A Common Stock	38,045	$0	38,045⁽³⁾⁽⁸⁾	I	See footnotes.⁽³⁾⁽⁸⁾
Employee Stock Option (Right to Buy)⁽²⁾⁽⁷⁾	$17⁽²⁾	12/24/2019		M			12,768	02/06/2017	12/31/2019	Class B Common Stock⁽²⁾	12,768⁽⁸⁾	$0	693,274⁽³⁾⁽⁸⁾⁽¹⁰⁾	I	See footnotes.⁽³⁾⁽⁸⁾⁽¹⁰⁾
Class B Common Stock	⁽⁹⁾	12/24/2019		M		12,768		12/24/2019	⁽²⁾	Class A Common Stock	12,768⁽⁸⁾	$0	12,768⁽³⁾⁽⁸⁾⁽¹⁰⁾	I	See footnotes.⁽³⁾⁽⁸⁾⁽¹⁰⁾
Class B Common Stock⁽²⁾	⁽²⁾	12/24/2019		M			12,768	12/24/2019	⁽²⁾	Class A Common Stock	12,768	$0	12,768⁽³⁾⁽⁸⁾	I	See footnotes.⁽³⁾⁽⁸⁾

Explanation of Responses:

1. Represents the number of shares that were acquired upon conversion of Class B Common Stock ("Class B Common Stock") of Laureate Education, Inc. ("Laureate") to Class A Common Stock of Laureate ("Class A Common Stock").

2. Each share of Class B Common Stock is convertible into one share of Class A Common Stock upon the election of the holder or upon transfer, subject to the terms of Laureate's Amended and Restated Certificate of Incorporation.

3. Pursuant to an agreement (the "Founders' Agreement") among Douglas L. Becker, Steven M. 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 Laureate. Each Sterling Founder controls the voting and disposition of the securities allocable to such Sterling Founder. In light of the Founders' Agreement, each of Messrs. Becker and Hoehn-Saric may be deemed to indirectly beneficially own a portion of the options, the shares of Class B Common Stock of Laureate issued upon exercise thereof (as well as the shares of Class A Common Stock issued upon conversion thereof) and has made a separate Form 4 filing with respect thereto.

4. The sales reported on this Form 4 were effected for purposes of funding the payment of the exercise price, and satisfaction of tax withholding obligations, in connection with the exercise of options expiring on December 31, 2019, pursuant to a Rule 10b5-1 trading plan adopted by Mr. Becker on September 13, 2019.

5. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions on December 20, 2019 at prices ranging from $17.50 to $17.68, inclusive. The reporting person undertakes to provide to Laureate, any security holder of Laureate or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

6. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions on December 23, 2019 at prices ranging from $17.50 to $17.83, inclusive. The reporting person undertakes to provide to Laureate, any security holder of Laureate or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

7. Represents an option to purchase shares of Class B Common Stock issued to Mr. Becker.

8. The shares of Class B Common Stock shown as beneficially owned in this report do not include other shares beneficially owned directly or indirectly, through Wengen or otherwise, by the Reporting Person.

9. Represents the number of shares of Class B Common Stock that were acquired upon the exercise of an option to purchase shares of Class B Common Stock issued to Mr. Becker.

10. The reporting person disclaims beneficial ownership of the securities reported herein, except to the extent of the reporting person's pecuniary interest therein. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership by the reporting person of any securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise.

	/s/ M. Avi Epstein, attorney-in-fact for Steven M. Taslitz	12/26/2019
	** 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).
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Taslitz Steven Form 4LAUREATE EDUCATION / Steven Taslitz ownership change