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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
LAUREATE EDUCATION, INC. [ LAUR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/14/2023 | ||||||||||||||||||||||||||
4. 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 Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | ||||||
Common Stock | 11/14/2023 | S | 36,622 | D | $13.377(1) | 2,805,213 | I | See footnote(13) | ||
Common Stock | 11/15/2023 | S | 9,226 | D | $13.3108(2) | 2,795,987 | I | See footnote(13) | ||
Common Stock | 11/16/2023 | S | 5,015 | D | $13.2548(3) | 2,790,972 | I | See footnote(13) | ||
Common Stock | 11/17/2023 | S | 3,824 | D | $13.2571(4) | 2,787,148 | I | See footnote(13) | ||
Common Stock | 11/20/2023 | S | 90 | D | $13.27 | 2,787,058 | I | See footnote(13) | ||
Common Stock | 11/21/2023 | S | 18,635 | D | $13.2785(5) | 2,768,423 | I | See footnote(13) | ||
Common Stock | 11/22/2023 | S | 24,480 | D | $13.3422(6) | 2,743,943 | I | See footnote(13) | ||
Common Stock | 11/24/2023 | S | 11,550 | D | $13.2832(7) | 2,732,393 | I | See footnote(13) | ||
Common Stock | 11/27/2023 | S | 23,648 | D | $13.2738(8) | 2,708,745 | I | See footnote(13) | ||
Common Stock | 11/28/2023 | S | 985 | D | $13.2586(9) | 2,707,760 | I | See footnote(13) | ||
Common Stock | 11/29/2023 | S | 358 | D | $13.2575(10) | 2,707,402 | I | See footnote(13) | ||
Common Stock | 11/30/2023 | S | 442 | D | $13.2502(11) | 2,706,960 | I | See footnote(13) | ||
Common Stock | 12/01/2023 | S | 18,395 | D | $13.2755(12) | 2,688,565 | I | See footnote(13) | ||
Common Stock | 12/04/2023 | S | 179 | D | $13.25 | 2,688,386 | I | See footnote(13) | ||
Common Stock | 43,589 | I | See footnote(14) | |||||||
Common Stock | 2,071,339 | I | See footnote(15) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 |
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. This transaction was executed by Wengen Alberta, Limited Partnership ("Wengen") in multiple trades at prices ranging from $13.270 to $13.435 on November 14, 2023. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. |
2. This transaction was executed by Wengen in multiple trades at prices ranging from $13.150 to $13.480 on November 15, 2023. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. |
3. This transaction was executed by Wengen in multiple trades at prices ranging from $13.250 to $13.265 on November 16, 2023. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. |
4. This transaction was executed by Wengen in multiple trades at prices ranging from $13.250 to $13.275 on November 17, 2023. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. |
5. This transaction was executed by Wengen in multiple trades at prices ranging from $13.250 to $13.325 on November 21, 2023. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. |
6. This transaction was executed by Wengen in multiple trades at prices ranging from $13.270 to $13.415 on November 22, 2023. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. |
7. This transaction was executed by Wengen in multiple trades at prices ranging from $13.250 to $13.325 on November 24, 2023. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. |
8. This transaction was executed by Wengen in multiple trades at prices ranging from $13.250 to $13.335 on November 27, 2023. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. |
9. This transaction was executed by Wengen in multiple trades at prices ranging from $13.250 to $13.275 on November 28, 2023. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. |
10. This transaction was executed by Wengen in multiple trades at prices ranging from $13.250 to $13.270 on November 29, 2023. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. |
11. This transaction was executed by Wengen in multiple trades at prices ranging from $13.250 to $13.255 on November 30, 2023. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. |
12. This transaction was executed by Wengen in multiple trades at prices ranging from $13.250 to $13.330 on December 1, 2023. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. |
13. Represents shares of Common Stock held directly by Wengen, whose general partner is Wengen Investments Limited. Certain investors, including, but not limited to, certain investment funds and other persons affiliated with or managed by Sterling Fund Management, LLC, Cohen Private Ventures, LLC and Snow Phipps Group, LLC have interests in the Issuer through Wengen. |
14. Snow Phipps Group, LLC, Snow Phipps Group (Offshore), L.P., Snow Phipps Group (B), L.P., Snow Phipps Group, L.P ., and Snow Phipps Group (RPV), L.P. beneficially own such shares indirectly as a result of contractual arrangements with Mr. Snow. Mr. Snow disclaims beneficial ownership of the securities to the extent it exceeds his pecuniary interest therein and the inclusion of the securities in this report shall not be deemed to be an admission of beneficial ownership of the reported securities for the purposes of Section 16 of the Exchange Act or otherwise. |
15. Represents shares of Common Stock held directly by SPG GP, LLC, SPG Co-Investment, L.P., Snow Phipps Group (Offshore), L.P., Snow Phipps Group (B), L.P., Snow Phipps Group, L.P., Snow Phipps Group, LLC and Snow Phipps Group (RPV), L.P. |
Remarks: |
Exhibit 99.1 - Joint Filer Information and Signatures, incorporated herein by reference. |
See Exhibit 99.1 | 01/05/2024 | |
** 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). | ||
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. |