Laureate Education Form 4 / SARIC RULDOLF CHRISTOPHER HOEHN ownership change

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^*

HOEHN SARIC RULDOLF CHRISTOPHER

(Last)

(First)

(Middle)

C/O STERLING PARTNERS

401 N. MICHIGAN AVE., SUITE 3300

(Street)

CHICAGO

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)
03/26/2021

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

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

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	03/26/2021		C⁽¹⁾		211	A	⁽¹⁾	13,830⁽²⁾⁽³⁾⁽¹⁴⁾	I	See footnotes.⁽²⁾⁽³⁾⁽¹⁴⁾
Class A Common Stock	03/26/2021		C⁽¹⁾		220	A	⁽¹⁾	32,984⁽²⁾⁽⁴⁾⁽¹⁴⁾	I	See footnotes.⁽²⁾⁽⁴⁾⁽¹⁴⁾
Class A Common Stock	03/26/2021		C⁽¹⁾		259,081	A	⁽¹⁾	259,081⁽⁵⁾⁽¹⁴⁾	I	See footnotes.⁽⁵⁾⁽¹⁴⁾
Class A Common Stock	03/26/2021		C⁽¹⁾		104,605	A	⁽¹⁾	104,605⁽⁶⁾⁽¹⁴⁾	I	See footnotes.⁽⁶⁾⁽¹⁴⁾
Class A Common Stock	03/26/2021		C⁽¹⁾		51,124	A	⁽¹⁾	51,124⁽⁷⁾⁽¹⁴⁾	I	See footnotes.⁽⁷⁾⁽¹⁴⁾
Class A Common Stock	03/26/2021		C⁽¹⁾		440,438	A	⁽¹⁾	440,438⁽⁸⁾⁽¹⁴⁾	I	See footnotes.⁽⁸⁾⁽¹⁴⁾
Class A Common Stock	03/26/2021		C⁽¹⁾		182,341	A	⁽¹⁾	182,341⁽⁹⁾⁽¹⁴⁾	I	See footnotes.⁽⁹⁾⁽¹⁴⁾
Class A Common Stock	03/26/2021		C⁽¹⁾		447,021	A	⁽¹⁾	447,021⁽¹⁰⁾⁽¹⁴⁾	I	See footnotes.⁽¹⁰⁾⁽¹⁴⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽¹¹⁾	03/26/2021		C⁽¹⁾			211	⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	211	$0.00	845	I	See footnotes.⁽²⁾⁽³⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾
Class B Common Stock	⁽¹¹⁾	03/26/2021		C⁽¹⁾			220	⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	220	$0.00	880	I	See footnotes.⁽²⁾⁽⁴⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾
Class B Common Stock	⁽¹¹⁾	03/26/2021		C⁽¹⁾			259,081	⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	259,081	$0.00	1,036,324	I	See footnotes.⁽⁵⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾
Class B Common Stock	⁽¹¹⁾	03/26/2021		C⁽¹⁾			104,605	⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	104,605	$0.00	418,423	I	See footnotes.⁽⁶⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾
Class B Common Stock	⁽¹¹⁾	03/26/2021		C⁽¹⁾			51,124	⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	51,124	$0.00	204,498	I	See footnotes.⁽⁷⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾
Class B Common Stock	⁽¹¹⁾	03/26/2021		C⁽¹⁾			440,438	⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	440,438	$0.00	1,761,755	I	See footnotes.⁽⁸⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾
Class B Common Stock	⁽¹¹⁾	03/26/2021		C⁽¹⁾			182,341	⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	182,341	$0.00	729,368	I	See footnotes.⁽⁹⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾
Class B Common Stock	⁽¹¹⁾	03/26/2021		C⁽¹⁾			447,021	⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	447,021	$0.00	1,788,086	I	See footnotes.⁽¹⁰⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾

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. Pursuant to an agreement (the "Founders' Agreement") among Steven M. Taslitz, Douglas L. Becker and R. Christopher Hoehn-Saric and one other founder of Sterling (the "Sterling Founders"), the Sterling Founders share equally, on a net after-tax basis, in certain equity securities they receive in connection with services rendered by any of them to certain entities, including the Issuer. Each Sterling Founder controls the voting and disposition of the securities allocable to such Sterling Founder.

3. Mr. Taslitz directly holds shares of Class A Common Stock and indirectly beneficially owns shares of Class B Common Stock by virtue of the limited partnership interests he holds in Wengen, which are subject to the Founders' Agreement. In light of the Founders' Agreement, Mr. Hoehn-Saric may be deemed to indirectly beneficially own a portion of these shares in the Issuer.

4. Mr. Becker directly holds shares of Class A Common Stock and indirectly beneficially owns shares of Class B Common Stock by virtue of the limited partnership interests he holds in Wengen, which are subject to the Founders' Agreement. In light of the Founders' Agreement, Mr. Hoehn-Saric may be deemed to indirectly beneficially own a portion of these shares in the Issuer.

5. Sterling Laureate, LP ("Sterling Laureate") directly holds shares of Class A Common Stock and indirectly beneficially owns shares of Class B Common Stock by virtue of its limited partnership interests in Wengen. SP-L Management III, LLC ("SP-L Management III") is the general partner Sterling Laureate, and SP-L Parent, LLC ("SP-L Parent") is the general partner of SP-L Management III. Messrs. Becker, Taslitz and Hoehn-Saric are the managers of SP-L Parent, but, as memorialized in a memorandum of understanding, Mr. Becker does not share voting or investment power over these shares.

6. Sterling Laureate Executives Fund, LP ("Sterling Executives Fund") directly holds shares of Class A Common Stock and indirectly beneficially owns shares of Class B Common Stock by virtue of its limited partnership interests in Wengen. SP-L Management IV, LLC ("SP-L Management IV") is the general partner of Sterling Executives Fund, and SP-L Parent is the general partner of SP-L Management IV. Messrs. Becker, Taslitz and Hoehn-Saric are the managers of SP-L Parent, but, as memorialized in a memorandum of understanding, Mr. Becker does not share voting or investment power over these shares.

7. Sterling Laureate Rollover, LP ("Sterling Rollover") directly holds shares of Class A Common Stock and indirectly beneficially owns shares of Class B Common Stock by virtue of its limited partnership interests in Wengen. SP-L Management V, LLC ("SP-L Management V") is the general partner of Sterling Rollover, and SP-L Parent is the general partner of SP-L Management V. Messrs. Becker, Taslitz and Hoehn-Saric are the managers of SP-L Parent, but, as memorialized in a memorandum of understanding, Mr. Becker does not share voting or investment power over these shares.

8. SP-L Affiliate, LLC ("SP-L Affiliate") directly holds shares of Class A Common Stock and indirectly beneficially owns shares of Class B Common Stock by virtue of its limited partnership interests in Wengen. Messrs. Becker, Taslitz and Hoehn-Saric are the managers of SP-L Affiliate.

9. Sterling Capital Partners II, L.P. ("SCP II LP") directly holds shares of Class A Common Stock and indirectly beneficially owns shares of Class B Common Stock by virtue of its limited partnership interests in Wengen. SC Partners II, L.P. ("SC Partners II") is the sole general partner of SCP II LP, and Sterling Capital Partners II, LLC ("SCP II LLC") is the sole general partner of SC Partners II. Messrs. Becker, Taslitz and Hoehn-Saric are the managers of SP II LLC, but, as memorialized in a memorandum of understanding, Mr. Becker does not share voting or investment power over these shares.

10. Sterling Capital Partners III, L.P. ("SCP III LP") directly holds shares of Class A Common Stock and indirectly beneficially owns shares of Class B Common Stock by virtue of its limited partnership interests in Wengen. SC Partners III, L.P. ("SC Partners III") is the sole general partner of SCP III LP, and Sterling Capital Partners III, LLC ("SCP III LLC") is the sole general partner of SC Partners III. Messrs. Becker, Taslitz and Hoehn-Saric are the managers of SP III LLC, but, as memorialized in a memorandum of understanding, Mr. Becker does not share voting or investment power over these shares.

11. 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.

12. Represents shares of Class B Common Stock held directly by 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 Sterling Fund Management, LLC (including the Reporting Person), Kohlberg Kravis Roberts & Co. L.P., Cohen Private Ventures, LLC, Bregal Investments, Inc. and Snow Phipps Group, LLC (collectively, the "Wengen Investors") have interests in the Issuer through Wengen. Certain Wengen Investors (including the Reporting Person) have designated representatives who serve on the board of directors of Wengen GP.

13. Mr. Taslitz serves as a designated representative of the Reporting Person on the board of directors of the Issuer pursuant to a securityholders agreement.

14. 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 by the Reporting Person of any securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise.

	/s/ M. Avi Epstein, attorney-in-fact for R. Christopher Hoehn-Saric	03/30/2021
	** Signature of Reporting Person	Date
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Laureate Education (LAUR) Form 4LAUREATE EDUCATION / SARIC RULDOLF CHRISTOPHER HOEHN ownership change