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)
| 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) 12/08/2020 | ||||||||||||||||||||||||||
| 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 | ||||||
| Class A Common Stock | 03/26/2021 | C(1) | 3,199,192 | A | (1) | 3,817,920(2) | I | See footnotes.(3)(4) | ||
| Class A Common Stock | 12/08/2020 | J(5) | 13,620 | D | $0(5) | 618,728(2) | I | See footnotes.(3)(4) | ||
| 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 | ||||||||
| Class B Common Stock | (6) | 03/26/2021 | C(1) | 3,199,192 | (6) | (6) | Class A Common Stock | 3,199,192 | (1) | 12,796,782 | I | See footnotes.(4)(7)(8) | |||
| Explanation of Responses: |
| 1. Upon distribution of shares of Class B common stock ("Class B Common Stock") of Laureate Education, Inc. (the "Issuer") by Wengen Alberta, Limited Partnership ("Wengen") to its investors pro rata based on their respective ownership interest in Wengen, such shares of Class B Common Stock automatically converted into shares of Class A common stock of the Issuer ("Class A Common Stock") on a one-for-one basis. |
| 2. Includes 6,498 shares of Class A Common Stock that were previously reported on a Form 4 filed by the Reporting Person on May 14, 2020. While that Form 4 included these 6,498 shares of Class A Common Stock in the Reporting Person's beneficial ownership of Class A Common Stock, that filing did not identify the fact that these 6,498 shares of Class A Common Stock had been acquired as a result of the conversion of an equivalent number of shares of Class B Common Stock that occurred on June 18, 2019. |
| 3. An aggregate of 602,864 shares of Class A Common Stock are held directly by a fund in which the Reporting Person may be deemed to have an indirect pecuniary interest as an indirect holder of interests in the fund. In addition, 3,215,056 shares of Class A Common Stock, including 15,864 shares of Class A common stock that were issued pursuant to the Issuer's non-employee director compensation program, are held directly by CPV Holdings, LLC ("CPV Holdings"). CPV Partners, LLC ("CPV") has investment management authority over CPV Holdings. Steven A. Cohen is the managing member of CPV Holdings and the senior managing member of CPV. By virtue of his relationship to CPV and CPV Holdings, Steven A. Cohen may be deemed to have beneficial ownership over the shares of Class A Common Stock held by CPV Holdings. |
| 4. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of the Reporting Person's pecuniary interest therein. This filing shall not be deemed an admission that the Reporting Person 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 of any securities reported herein for purposes of Section 16 of the Exchange Act or otherwise. |
| 5. The Reporting Person filed a Form 4 on May 14, 2020 to report an indirect pecuniary interest, by virtue of membership interests he holds in CPV Holdings, in a grant of 3,405 shares of Class A Common Stock and 10,215 restricted stock units ("RSUs") issued directly to Andrew Cohen ("AC") by the Issuer as part of the 2020 annual retainer for non-employee director service in connection with AC's service as a director of the Issuer. As reported in that Form 4 filing, AC is an employee of an affiliate of CPV Holdings and had an obligation to transfer these shares and restricted stock units for no consideration to CPV Holdings. On December 8, 2020, a decision was made to allow AC to retain the 13,620 shares of Class A Common Stock reported in the May 14, 2020 Form 4 filing, with the Reporting Person giving up his right to these 13,620 shares for no value. |
| 6. 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 the Issuer's Amended and Restated Certificate of Incorporation. |
| 7. Shares of Class B Common Stock are 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 CPV and certain other investors (collectively, the "Wengen Investors") have interests in the Issuer through Wengen. The Reporting Person and certain of the other Wengen Investors have designated representatives who serve as the members of the board of directors of Wengen GP. |
| 8. CPV Holdings holds, directly and indirectly, limited partnership interests in Wengen which collectively would entitle it to receive approximately 12,796,782 underlying shares of Class A common stock upon a distribution by Wengen of an equivalent number of shares of Class B Common Stock. CPV, by virtue of its investment management authority over CPV Holdings, indirectly beneficially owns such 12,796,782 shares of Class B Common Stock. By virtue of his relationship to CPV and CPV Holdings, Steven A. Cohen may be deemed to have beneficial ownership over the shares of Class B Common Stock held by CPV Holdings. |
| STEVEN A. COHEN: By: /s/ Jason M. Colombo, Authorized Signatory | 04/28/2021 | |
| ** 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. | ||