SEC FORM 4

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^*

BECKER DOUGLAS L

(Last)

(First)

(Middle)

1001 FLEET STREET

(Street)

BALTIMORE

21202

(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	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/09/2004

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)
common stock	12/09/2004	⁽⁹⁾	G⁽⁵⁾		4,329	D	⁽⁶⁾	167,797	I	Grantor Retained Annuity Trust Accounts
common stock	12/17/2004	⁽⁹⁾	G⁽⁷⁾		460	D	⁽⁶⁾	167,337	I	Grantor Retained Annuity Trust Accounts
common stock	12/21/2004	⁽⁹⁾	G⁽⁸⁾		584	D	⁽⁶⁾	166,753	I	Grantor Retained Annuity Trust Accounts
common stock								42,941	D

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)
options	$4.89	01/03/2005	01/06/2005⁽¹⁾	M⁽²⁾			10,000	⁽³⁾	08/25/2005	common stock	10,000	$44.3674	0	D
options	$7.5	01/03/2005	01/06/2005⁽¹⁾	M⁽²⁾			18,000	⁽³⁾	12/31/2005	common stock	18,000	$44.3674	87,750	D
options	$7.5	01/04/2005	01/07/2005⁽¹⁾	M⁽²⁾			7,000	⁽³⁾	12/31/2005	common stock	7,000	$44.4006	80,750	D
options	$7.5	01/05/2005	01/10/2005⁽¹⁾	M⁽²⁾			13,890	⁽³⁾	12/31/2005	common stock	13,890	$45.0008	66,860	D
options	$7.5	01/06/2005	01/11/2005⁽¹⁾	M⁽²⁾			1,400	⁽³⁾	12/31/2005	common stock	1,400	$45	65,460	D
options	$13.55							⁽³⁾	03/29/2006	common stock	697,500		697,500	D
options	$24.33							⁽³⁾	04/01/2008	common stock	630,000		630,000	D
options	$28.67							⁽³⁾	02/23/2008	common stock	52,328		52,328	D
options	$31.25							⁽³⁾	05/22/2008	common stock	100,000		100,000	D
options	$3.59							⁽³⁾	12/01/2009	common stock	605,683		605,683	D
options	$19.43							⁽³⁾	12/14/2011	common stock	100,000		2,250,971⁽⁴⁾	D

Explanation of Responses:

1. Trade Settelement Date.

2. Exercise on Non-Qualified stock options pursuant to a 10b5-1 plan.

3. All options currently exercisable.

4. Represents grand total of all stock options owned.

5. Gift of a total of 4,329 shares from Grantor Retained Annuity Trust # 11 as follows: 2,435 to Baltimore Community Foundation 609 shares to United Way of Central Maryland 432 shares to Unviersity of Maryland Foundation, Inc. 609 shares to The American Visionary Art Museum 244 shares to Teach for America

6. not applicable - this was a gift of shares.

7. Gift of 460 shares out of Grantor Retained Annuity Trust # 11 to CAMPAIGN FOR WASHINGTON'S COLLEGE.

8. Gift of 584 shares out of Grantor Retained Annuity Trust # 11 to PORT DISCOVERY.

9. Transaction deemed executed on date of actual transfer.

	Douglas L. Becker	01/07/2005
	** 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).
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