0000899243-21-015357.txt : 20210407 0000899243-21-015357.hdr.sgml : 20210407 20210407213022 ACCESSION NUMBER: 0000899243-21-015357 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210326 FILED AS OF DATE: 20210407 DATE AS OF CHANGE: 20210407 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SPG GP, LLC CENTRAL INDEX KEY: 0001696701 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38002 FILM NUMBER: 21813606 BUSINESS ADDRESS: STREET 1: 667 MADISON AVENUE STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 BUSINESS PHONE: 212-508-3330 MAIL ADDRESS: STREET 1: 667 MADISON AVENUE STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Snow Phipps Group (RPV), L.P. CENTRAL INDEX KEY: 0001696654 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38002 FILM NUMBER: 21813601 BUSINESS ADDRESS: STREET 1: 667 MADISON AVENUE STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 BUSINESS PHONE: 212-508-3330 MAIL ADDRESS: STREET 1: 667 MADISON AVENUE STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Snow Phipps Group (Offshore), L.P. CENTRAL INDEX KEY: 0001696660 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38002 FILM NUMBER: 21813602 BUSINESS ADDRESS: STREET 1: 667 MADISON AVENUE STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 BUSINESS PHONE: 212-508-3330 MAIL ADDRESS: STREET 1: 667 MADISON AVENUE STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Snow Phipps Group, L.P. CENTRAL INDEX KEY: 0001696790 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38002 FILM NUMBER: 21813605 BUSINESS ADDRESS: STREET 1: 667 MADISON AVENUE STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 BUSINESS PHONE: 212-508-3330 MAIL ADDRESS: STREET 1: 667 MADISON AVENUE STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SPG Co-Investment, L.P. CENTRAL INDEX KEY: 0001696702 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38002 FILM NUMBER: 21813604 BUSINESS ADDRESS: STREET 1: 667 MADISON AVENUE STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 BUSINESS PHONE: 212-508-3330 MAIL ADDRESS: STREET 1: 667 MADISON AVENUE STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Snow Phipps Group (B), L.P. CENTRAL INDEX KEY: 0001696783 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38002 FILM NUMBER: 21813603 BUSINESS ADDRESS: STREET 1: 667 MADISON AVENUE STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 BUSINESS PHONE: 212-508-3330 MAIL ADDRESS: STREET 1: 667 MADISON AVENUE STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: LAUREATE EDUCATION, INC. CENTRAL INDEX KEY: 0000912766 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 521492296 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 650 S. EXETER STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4108436100 MAIL ADDRESS: STREET 1: 650 S. EXETER STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: SYLVAN LEARNING SYSTEMS INC DATE OF NAME CHANGE: 19930929 4/A 1 doc4a.xml FORM 4/A SUBMISSION X0306 4/A 2021-03-26 2021-04-07 0 0000912766 LAUREATE EDUCATION, INC. LAUR 0001696701 SPG GP, LLC 667 MADISON AVENUE 10TH FLOOR NEW YORK NY 10065 1 0 1 0 0001696790 Snow Phipps Group, L.P. 667 MADISON AVENUE, 10TH FLOOR NEW YORK NY 10065 1 0 1 0 0001696702 SPG Co-Investment, L.P. 667 MADISON AVENUE, 10TH FLOOR NEW YORK NY 10065 1 0 1 0 0001696783 Snow Phipps Group (B), L.P. 667 MADISON AVENUE, 10TH FLOOR NEW YORK NY 10065 1 0 1 0 0001696660 Snow Phipps Group (Offshore), L.P. 667 MADISON AVENUE, 10TH FLOOR NEW YORK NY 10065 1 0 1 0 0001696654 Snow Phipps Group (RPV), L.P. C/O SNOW PHIPPS GROUP, LLC 667 MADISON AVENUE, 10TH FLOOR NEW YORK NY 10065 1 0 1 0 Class A Common Stock 2021-03-26 4 C 0 710459 A 2067501 I See Footnotes Class B Common Stock 2021-03-26 4 C 0 710459 0.00 D Class A Common Stock 710459 2841835 I See Footnotes 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. 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. 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. (Continued from footnote 2) Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. On March 26, 2021, the 646,212, 3,497, 6,208, 20,887 and 33,651 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"). 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 18,808 shares, (iv) Snow Phipps Group (Offshore), L.P. holds 60,859 shares, and (v) Snow Phipps Group (RPV), L.P. holds 98,051 shares. 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. 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 24,832 shares, (iv) Snow Phipps Group (Offshore), L.P. holds 83,547 shares, and (v) Snow Phipps Group (RPV), L.P. holds 134,604 shares. The purpose of this amendment is to correct a clerical error included in the original filing in footnotes 4, 5 and 7, which now clarifies the allocation of reported securities distributed to, and subsequently held by, the Reporting Persons. No other changes to the original filing have been made. Exhibit 99.1 - Joint Filer Information, incorporated herein by reference. SPG GP, LLC, By: /s/ Ian Snow, Name: Ian Snow, Title: Managing Member 2021-04-07 EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT

                                                                    Exhibit 99.1


                            Joint Filer Information


Name of Joint Filer:                       Snow, Phipps Group, L.P.

Address of Joint Filer:                    667 Madison Avenue, 10th Floor
                                           New York, NY  10065

Relationship of Joint Filer to Issuer:     Director, 10% Owner

Issuer Name and Ticker or Trading Symbol:  Laureate Education, Inc. [LAUR]

Date of Event Requiring Statement
(Month/Day/Year):                          3/26/2021

Designated Filer:                          SPG GP, LLC

Signature:

Snow Phipps Group, L.P.

/s/ Ian Snow
-------------------------------
Name:   Ian Snow
Title:  Managing Member


April 7, 2021
--------------
Date



                            Joint Filer Information


Name of Joint Filer:                       S.P.G. Co-Investment, L.P.

Address of Joint Filer:                    667 Madison Avenue, 10th Floor
                                           New York, NY  10065

Relationship of Joint Filer to Issuer:     Director, 10% Owner

Issuer Name and Ticker or Trading Symbol:  Laureate Education, Inc. [LAUR]

Date of Event Requiring Statement
(Month/Day/Year):                          3/26/2021

Designated Filer:                          SPG GP, LLC

Signature:

S.P.G. Co-Investment, L.P.

/s/ Ian Snow
-------------------------------
Name:   Ian Snow
Title:  Managing Member


April 7, 2021
--------------
Date



                            Joint Filer Information


Name of Joint Filer:                       Snow, Phipps Group (B), L.P.

Address of Joint Filer:                    667 Madison Avenue, 10th Floor
                                           New York, NY  10065

Relationship of Joint Filer to Issuer:     Director, 10% Owner

Issuer Name and Ticker or Trading Symbol:  Laureate Education, Inc. [LAUR]

Date of Event Requiring Statement
(Month/Day/Year):                          3/26/2021

Designated Filer:                          SPG GP, LLC

Signature:

Snow, Phipps Group (B), L.P.

/s/ Ian Snow
-------------------------------
Name:   Ian Snow
Title:  Managing Member


April 7, 2021
--------------
Date



                            Joint Filer Information


Name of Joint Filer:                       Snow, Phipps Group (Offshore), L.P.

Address of Joint Filer:                    667 Madison Avenue, 10th Floor
                                           New York, NY  10065

Relationship of Joint Filer to Issuer:     Director, 10% Owner

Issuer Name and Ticker or Trading Symbol:  Laureate Education, Inc. [LAUR]

Date of Event Requiring Statement
(Month/Day/Year):                          3/26/2021

Designated Filer:                          SPG GP, LLC

Signature:

Snow, Phipps Group (Offshore), L.P.

/s/ Ian Snow
-------------------------------
Name:   Ian Snow
Title:  Managing Member


April 7, 2021
--------------
Date



                            Joint Filer Information


Name of Joint Filer:                       Snow, Phipps Group (RPV), L.P.

Address of Joint Filer:                    667 Madison Avenue, 10th Floor
                                           New York, NY  10065

Relationship of Joint Filer to Issuer:     Director, 10% Owner

Issuer Name and Ticker or Trading Symbol:  Laureate Education, Inc. [LAUR]

Date of Event Requiring Statement
(Month/Day/Year):                          3/26/2021

Designated Filer:                          SPG GP, LLC

Signature:

Snow, Phipps Group (RPV), L.P.

/s/ Ian Snow
-------------------------------
Name:   Ian Snow
Title:  Managing Member


April 7, 2021
--------------
Date