Laureate Education (LAUR) 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^*

SPG GP, LLC

(Last) (First) (Middle)

667 MADISON AVENUE

10TH FLOOR

(Street)

NEW YORK NY 10065

(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)
03/26/2021

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	03/26/2021		C(4)		710,459	A	(1)(4)	2,067,501	I	See Footnotes(2)(3)(5)

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	(1)	03/26/2021		C(1)(4)			710,459	(1)	(1)	Class A Common Stock	710,459	$0.00	2,841,835	I	See Footnotes(2)(3)(6)(7)

1. Name and Address of Reporting Person^*

SPG GP, LLC

(Last) (First) (Middle)

667 MADISON AVENUE

10TH FLOOR

(Street)

NEW YORK NY 10065

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Snow Phipps Group, L.P.

(Last) (First) (Middle)

667 MADISON AVENUE, 10TH FLOOR

(Street)

NEW YORK NY 10065

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SPG Co-Investment, L.P.

(Last) (First) (Middle)

667 MADISON AVENUE, 10TH FLOOR

(Street)

NEW YORK NY 10065

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Snow Phipps Group (B), L.P.

(Last) (First) (Middle)

667 MADISON AVENUE, 10TH FLOOR

(Street)

NEW YORK NY 10065

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Snow Phipps Group (Offshore), L.P.

(Last) (First) (Middle)

667 MADISON AVENUE, 10TH FLOOR

(Street)

NEW YORK NY 10065

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Snow Phipps Group (RPV), L.P.

(Last) (First) (Middle)

C/O SNOW PHIPPS GROUP, LLC

667 MADISON AVENUE, 10TH FLOOR

(Street)

NEW YORK NY 10065

(City) (State) (Zip)

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 ("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.

2. SPG GP, LLC is the general partner of Snow Phipps Group, L.P., SPG Co-Investment, L.P., Snow Phipps Group (B), L.P., Snow Phipps Group (Offshore), L.P., and Snow Phipps Group (RPV), L.P. (collectively, with SPG GP LLC, the "Reporting Persons"). The Reporting Persons disclaim beneficial ownership of the securities to the extent it exceeds their pecuniary interest therein and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for the purposes of Section 16 of the Exchange Act or otherwise.

3. (Continued from footnote 2) The amount shown represents the beneficial ownership held by each of the Reporting Persons as a group. Solely for purposes of Section 16 of the Exchange Act, SPG GP, LLC, Snow Phipps Group (Offshore), L.P., Snow Phipps Group (B), L.P., Snow Phipps Group, L.P., Snow Phipps Group (RPV), L.P., and SPG Co-Investment, L.P. are deemed directors-by-deputization. Information with respect to each Reporting Person is given solely by solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.

4. On March 26, 2021, the 646,212, 3,497, 20,887, 33,651 and 6,208 shares of Class B Common Stock held indirectly by Snow Phipps Group, L.P., SPG Co-Investment, L.P., Snow Phipps Group (B), L.P., Snow Phipps Group (Offshore), L.P., and Snow Phipps Group (RPV), L.P., respectively, automatically converted into the same number of shares of Class A Common Stock, as a result of a pro rata distribution of such shares previously held directly by Wengen (as described below) for no additional consideration and in proportion to, and in partial redemption of, such Reporting Persons' respective ownership percentages in Wengen (the "Distribution").

5. Following the Distribution, represents the beneficial ownership of the Class A Common Stock as follows: (i) Snow Phipps Group, L.P. holds 1,882,935 shares, (ii) SPG Co-Investment, L.P. holds 7,568 shares, (iii) Snow Phipps Group (B), L.P. holds 32,767 shares, (iv) Snow Phipps Group (Offshore), L.P. holds 73,623 shares, and (v) Snow Phipps Group (RPV), L.P. holds 70,608 shares.

6. Following the Distribution, represents shares of Class B Common Stock are held directly by Wengen Alberta, Limited Partnership ("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., Cohen Private Ventures, LLC, Bregal Investments, Inc., StepStone Group LP, Sterling Fund Management, LLC and Snow Phipps Group, LLC (collectively, the "Wengen Investors") have interests in the Issuer through Wengen. The Reporting Persons and certain of the other Wengen Investors have designated representatives who serve as the members of the board of directors of Wengen GP.

7. The Reporting Persons may be deemed to indirectly beneficially own these shares of Class B Common Stock by virtue of the limited partnership interests held in Wengen. Following the Distribution, represents the beneficial ownership of the Class B Common Stock as follows: (i) Snow Phipps Group, L.P. holds 2,584,865 shares, (ii) SPG Co-Investment, L.P. holds 13,986 shares, (iii) Snow Phipps Group (B), L.P. holds 83,547 shares, (iv) Snow Phipps Group (Offshore), L.P. holds 134,604 shares, and (v) Snow Phipps Group (RPV), L.P. holds 24,832 shares.

Remarks:

Exhibit 99.1 - Joint Filer Information, incorporated herein by reference.

	SPG GP, LLC, By: /s/ Ian Snow, Name: Ian Snow, Title: Managing Member	03/30/2021
	Snow Phipps Group, L.P., /s/ Ian Snow, Name: Ian Snow, Title: Managing Member	03/30/2021
	S.P.G. Co-Investment, L.P., /s/ Ian Snow, Name: Ian Snow, Title: Managing Member	03/30/2021
	Snow, Phipps Group (B), L.P., /s/ Ian Snow, Name: Ian Snow, Title: Managing Member	03/30/2021
	Snow, Phipps Group (Offshore), L.P., /s/ Ian Snow, Name: Ian Snow, Title: Managing Member	03/30/2021
	Snow, Phipps Group (RPV), L.P., /s/ Ian Snow, Name: Ian Snow, Title: Managing Member	03/30/2021
	** Signature of Reporting Person	Date
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