| 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) | ||||||||||||||
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 | ||||
| Class B Common Stock | (1) | (1) | Class A Common Stock | 13,889 | (1) | D(2)(8) | |
| Class B Common Stock | (1) | (1) | Class A Common Stock | 2,202,188 | (1) | I | See Footnotes(3)(4)(5)(8) |
| Class B Common Stock | (1) | (1) | Class A Common Stock | 2,020,473 | (1) | I | See Footnotes(3)(4)(6)(8) |
| Class B Common Stock | (1) | (1) | Class A Common Stock | 3,232,757 | (1) | I | See Footnotes(3)(4)(7)(8) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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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 shares of Class B Common Stock held by Sterling Fund Management, LLC ("SFM"). Douglas L. Becker, Steven M. Taslitz and R. Christopher Hoehn-Saric are the managers of SFM. |
| 3. 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. |
| 4. Each of Messrs. Becker and 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 serves as a designated representative of the Reporting Persons on the board of directors of the Issuer. Mr. Miller's service as such will terminate upon the consummation of the initial public offering of Class A Common Stock of the Issuer. |
| 5. SP-L Affiliate, LLC ("SP-L Affiliate") 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. Messrs. Becker, Taslitz and Hoehn-Saric are the managers of SP-L Affiliate. |
| 6. Sterling Capital Partners II, L.P. ("SCP II LP") 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. SC Partners II, L.P. is the general partner of SCP II LP, and Sterling Capital Partners II, LLC ("SCP II LLC") is the general partner of SC Partners II, L.P. Messrs. Becker, Taslitz and Hoehn-Saric are the managers of SCP II LLC. |
| 7. Sterling Capital Partners III, L.P. ("SCP III LP") 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. SC Partners III, L.P. is the sole general partner of SCP III LP, and Sterling Capital Partners III, LLC ("SCP III LLC") is the general partner of SC Partners III, L.P. Messrs. Becker, Taslitz and Hoehn-Saric are the managers of SCP III LLC. |
| 8. 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: |
| Because no more than 10 reporting persons can file any one Form 3 through the Securities and Exchange Commission's EDGAR system, SP-L Parent, LLC, SP-L Management III, LLC, SP-L Management IV, LLC, SP-L Management V, LLC, Sterling Laureate, LP, Sterling Laureate Executives Fund, LP, Sterling Laureate Rollover, LP, KJT 2013 Gift Trust, 2002 GST Exempt Harvest Trust, DLB Irrevocable Telecom Trust u/a/d/ 1/3/05, The Irrevocable BBHT II IDGT and Messrs. Taslitz, Becker and Hoehn-Saric have made separate Form 3 filings; provided, that, for purposes of Footnotes 3 and 4 above, each of such persons should be considered a Reporting Person. Exhibit List: Exhibit 24 - Powers of Attorney |
| /s/ M. Avi Epstein, attorney-in-fact for Sterling Fund Management, LLC | 01/31/2017 | |
| /s/ M. Avi Epstein, attorney-in-fact for SP-L Affiliate, LLC | 01/31/2017 | |
| /s/ M. Avi Epstein, attorney-in-fact for Sterling Capital Partners II, L.P. | 01/31/2017 | |
| /s/ M. Avi Epstein, attorney-in-fact for SC Partners II, L.P. | 01/31/2017 | |
| /s/ M. Avi Epstein, attorney-in-fact for Sterling Capital Partners II, LLC | 01/31/2017 | |
| /s/ M. Avi Epstein, attorney-in-fact for Sterling Capital Partners III, L.P. | 01/31/2017 | |
| /s/ M. Avi Epstein, attorney-in-fact for SC Partners III, L.P. | 01/31/2017 | |
| /s/ M. Avi Epstein, attorney-in-fact for Sterling Capital Partners III, LLC | 01/31/2017 | |
| ** 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. | ||
