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^*

CREAMER SEAN R

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/13/2004

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	05/13/2004		A		4,000⁽¹⁾	A	$35.22⁽²⁾	5,177	D
Restricted common stock								16,000⁽³⁾	D
TOTAL COMMON STOCK								21,177⁽⁴⁾	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	$27.33							⁽⁵⁾	12/02/2007	Common Stock	15,000		15,000	D
Options	$13.11							⁽⁶⁾	12/13/2009	Common Stock	2,500		2,500	D
Options	$12.44							⁽⁷⁾	12/13/2009	Common Stock	4,000		4,000	D
Options	$22.1							⁽⁸⁾	09/20/2011	Common Stock	24,000		24,000	D
Options	$11.43							⁽⁹⁾	03/10/2013	Common Stock	22,500		22,500	D
TOTAL OPTIONS	⁽¹⁰⁾							⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	68,000⁽¹¹⁾		68,000⁽¹¹⁾	D

Explanation of Responses:

1. Shares were granted pursuant to a restricted stock agreement dated 4/30/3003. 20% of the total restricted shares became vested and unrestricted on 4/30/2004, which is the first anniversary date of the restricted stock agreement.

2. The cost basis of the shares is the market closing price on the 1st anniversary of the restricted grant agreement, April 30, 2004.

3. Shares are nonvested & forfeitable. 4,000 shares became unrestricted and nonforfeitable on 4/30/2004. The remaining 16,000 shares will continue to vest on each anniversary date and will be 100% fully vested on 4/30/2008.

4. Represents TOTAL COMMON STOCK to date - includes both restricted and unrestricted shares listed previously.

5. 15,000 options are currently exercisable.

6. 1,250 options are currently exercisable. 1,250 options will vest and become exercisable on 12/13/2004.

7. 2,000 options are currently exercisable. 2,000 options will vest and become exercisable on 12/13/2004.

8. 0 options are currently exercisable. 24,000 options will vest and become exercisable as follows: 8,000 options on 9/20/2004 8,000 options on 9/20/2005 8,000 options on 9/20/2006

9. 7,500 options are currently exercisable. 15,000 options will vest and become exercisable as follows: 7,500 on 3/10/2005 7,500 on 3/10/2006

10. Various.

11. Represents TOTAL OPTIONS to date.

	Sean R. Creamer	05/17/2004
	** 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.
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