Sterling Capital Partners III Form 4 Change in insider ownership

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^*

STERLING CAPITAL PARTNERS III LP

(Last) (First) (Middle)

C/O STERLING PARTNERS,

401 N. MICHIGAN AVENUE, SUITE 3300

(Street)

CHICAGO IL 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)
09/12/2019

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

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

	Form filed by One Reporting Person
X	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	09/12/2019		C		997,654(1)	A	(4)	997,654	I	By Wengen Alberta, Limited Partnership(5)(6)(7)
Class A Common Stock	09/12/2019		S		997,654(2)	D	$16.72	0	I	By Wengen Alberta, Limited Partnership(5)(6)(7)

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
Class B Common Stock	(3)	09/12/2019		C			997,654	(3)	(3)	Class A Common Stock(4)	997,654	$0.00	2,235,103	I	By Wengen Alberta, Limited Partnership(5)(6)(7)

1. Name and Address of Reporting Person^*

STERLING CAPITAL PARTNERS III LP

(Last) (First) (Middle)

C/O STERLING PARTNERS,

401 N. MICHIGAN AVENUE, SUITE 3300

(Street)

CHICAGO IL 60611

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SC Partners III, L.P.

(Last) (First) (Middle)

C/O STERLING PARTNERS,

401 N. MICHIGAN AVENUE, SUITE 3300

(Street)

CHICAGO IL 60611

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Sterling Capital Partners III, LLC

(Last) (First) (Middle)

C/O STERLING PARTNERS,

401 N. MICHIGAN AVENUE, SUITE 3300

(Street)

CHICAGO IL 60611

(City) (State) (Zip)

Explanation of Responses:

1. Represents the number of shares that were acquired upon conversion of Class B Common Stock to Class A Common Stock.

2. The shares of Class A Common Stock were sold in an underwritten public offering in which Wengen Alberta, Limited Partnership ("Wengen") was the sole selling stockholder.

3. Each share of Class B Common Stock of Laureate Education, Inc. (the "Issuer") is convertible into one share of Class A Common Stock upon the election of the holder or upon transfer, subject to the terms of the Issuer's Amended and Restated Certificate of Incorporation.

4. An aggregate of 997,654 shares of Class B common stock converted automatically into 997,654 shares of Class A common stock upon transfer to the underwriter in connection with the public offering.

5. Represents shares held directly by Wengen. Wengen Investments Limited ("Wengen GP") is the general partner of Wengen. Certain investors, including, but not limited to, certain investment funds and other persons affiliated with or managed by Kohlberg Kravis Roberts & Co. L.P., CPV Partners, LLC, StepStone Group LP, Sterling Fund Management, LLC and Snow Phipps Group, LLC (collectively, the "Wengen Investors"), have interests in the Issuer through Wengen. Affiliates of the Reporting Persons and the other Wengen Investors have designated representatives who serve as members of the board of directors of Wengen GP.

6. Sterling Capital Partners III, L.P. ("SCP III LP") may be deemed to indirectly beneficially own these shares by virtue of its limited partnership interest in Wengen. SC Partners III, L.P. ("SC Partners III") is the general partner of SCP III LP, and Sterling Capital Partners III, LLC ("SCP III LLC," and, collectively with SCP III LP and SC Partners III, the "Reporting Persons") is the general partner of SC Partners III. Douglas L. Becker, Steven M. Taslitz and R. Christopher Hoehn-Saric are the managers of SCP III LLC, but, as memorialized in a memorandum of understanding, Mr. Becker does not share voting or investment power over these shares.

7. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

	STERLING CAPITAL PARTNERS III, L.P. By: SC Partners III, L.P., its general partner By: Sterling Capital Partners III, LLC, its general partner By: /s/ Avi Epstein, Attorney-in-Fact Name: Avi Epstein Title: General Counsel	09/16/2019
	SC PARTNERS III, L.P. By: Sterling Capital Partners III, LLC, its general partner By: /s/ Avi Epstein, Attorney-in-Fact Name: Avi Epstein Title: General Counsel	09/16/2019
	STERLING CAPITAL PARTNERS III, LLC By: /s/ Avi Epstein, Attorney-in-Fact Name: Avi Epstein Title: General Counsel	09/16/2019
	** 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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