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^*

Serck-Hanssen Eilif

(Last)

(First)

(Middle)

650 S. EXETER STREET

12TH FLOOR

(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)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/30/2018

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	03/30/2018		C		5,995	A	$0	57,920	D
Class A Common Stock	03/30/2018		A⁽¹⁾		14,484	A	$0	72,404	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)
Performance Share Units	⁽²⁾	03/30/2018		M			11,515	⁽³⁾	⁽³⁾	Class B Common Stock	11,515	$0	0	D
Class B Common Stock	⁽⁴⁾	03/30/2018		M		11,515		⁽³⁾	⁽³⁾	Class A Common Stock	11,515	$0	63,833	D
Class B Common Stock	⁽⁴⁾	03/30/2018		F			5,520	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	5,520	$13.75	58,313	D
Class B Common Stock	⁽⁴⁾	03/30/2018		C			5,995	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	5,995	$0	52,318	D
Employee Stock Option (Right to Buy)	$17.44	03/30/2018		A		14,561⁽⁶⁾		⁽⁶⁾	10/02/2023	Class B Common Stock	14,561	$0	254,776⁽⁷⁾	D

Explanation of Responses:

1. On June 14, 2017, the reporting person was granted 62,500 Performance Share Units issueable as shares of Laureate Class A Common Stock of Laureate Education, Inc. (the "Company") ("Class A PSUs"), vesting in three equal tranches dependent upon the Company achieving the applicable performance goal as set forth in the applicable Performance Share Units Notice. 20,834 Class A PSUs vested on March 30, 2018. 6,350 shares were withheld from the vesting in satisfaction of the reporting person's tax withholding liability.

2. Each Performance Share Unit ("Class B PSU") represents the right to receive one share of Class B Common Stock ("Class B Common Stock") of the Company.

3. As previously reported in footnote 5 on the Form 3 filed by the reporting person with the U.S. Securities and Exchange Commission on January 31, 2017, 11,515 Class B PSUs vested on March 30, 2018 (the "Vesting Date") upon the achievement by the Company of the applicable Equity Value Target with respect to fiscal year 2017.

4. Each share of the Company's Class B Common Stock is convertible into one share of the Company's Class A Common Stock ("Class A Common Stock") upon the election of the holder or upon transfer, subject to the terms of the Company's Amended and Restated Certificate of Incorporation.

5. On the trading day immediately prior to the Vesting Date, the closing price of one share of the Company's Class A Common Stock traded on the NASDAQ Stock Exchange was $13.75. On March 30, 2018, 5,520 shares of the Company's Class B Common Stock otherwise issueable upon the vesting of the Class B PSUs were forfeited to pay the applicable withholding taxes due in connection with the Class B PSUs' vesting.

6. As reported at footnote 4 of the reporting person's Form 3, these options vested on March 30, 2018 following determination by the Compensation Committee of the Company's Board of Directors of the Company's achievement of the applicable Equity Value Target.

7. Represents the aggregate number of vested options awarded pursuant to the reporting person's Stock Option Agreement dated October 2, 2013 (including time-based and performance-based options). This figure consolidates the option reported at footnotes 3 and 4 of the reporting person's Form 3.

	/s/ Sean P. Mulcahy, Attorney-in-Fact	04/03/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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