0001104659-19-036447.txt : 20190619 0001104659-19-036447.hdr.sgml : 20190619 20190619192543 ACCESSION NUMBER: 0001104659-19-036447 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190617 FILED AS OF DATE: 20190619 DATE AS OF CHANGE: 20190619 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Taslitz Steven CENTRAL INDEX KEY: 0001407214 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38002 FILM NUMBER: 19907203 MAIL ADDRESS: STREET 1: C/O STERLING PARTNERS STREET 2: 401 NORTH MICHIGAN AVENUE, SUITE 3300 CITY: CHICAGO STATE: IL ZIP: 60611 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 1 a4.xml 4 X0306 4 2019-06-17 0 0000912766 LAUREATE EDUCATION, INC. LAUR 0001407214 Taslitz Steven C/O STERLING PARTNERS, 401 N. MICHIGAN AVENUE, SUITE 3300 CHICAGO IL 60611 1 0 1 0 Class A Common Stock 2019-06-17 4 C 0 701819 A 701819 I By Wengen Alberta, Limited Partnership Class A Common Stock 2019-06-17 4 S 0 701819 15.3032 D 0 I By Wengen Alberta, Limited Partnership Class B Common Stock 2019-06-17 4 C 0 701819 0.00 D Class A Common Stock 701819 1318654 I By Wengen Alberta, Limited Partnership Represents the number of shares that were acquired upon conversion of Class B Common Stock to Class A Common Stock. The shares of Class A Common Stock were sold in an underwritten public offering in which Wengen Alberta, Limited Partnership ("Wengen") was the sole selling stockholder. Each share of Class B Common Stock of Laureate Education, Inc. (the "Issuer") 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. An aggregate of 701,819 shares of Class B common stock converted automatically into 701,819 shares of Class A common stock upon transfer to the underwriter in connection with the public offering. Shares of Class B Common Stock are held directly by 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., CPV Partners, LLC, StepStone Group LP, Sterling Fund Management, LLC and Snow Phipps Group, LLC (collectively, the "Wengen Investors"), have interests in the Issuer through Wengen. Affiliates of the Reporting Person and the other Wengen Investors have designated representatives who serve as members of the board of directors of Wengen GP. Sterling Capital Partners II, L.P. ("SCP II LP") may be deemed to indirectly beneficially own these shares of Class B Common Stock in the Issuer by virtue of its limited partnership interest in Wengen. SC Partners II, L.P. ("SC Partners II") is the general partner of SCP II LP, and Sterling Capital Partners II, LLC ("SCP II LLC") is the general partner of SC Partners II. Douglas L. Becker, the Reporting Person and R. Christopher Hoehn-Saric are the managers of SCP II LLC, but, as memorialized in a memorandum of understanding, Mr. Becker does not share voting or investment power over these shares. The shares of Class B Common Stock shown as beneficially owned in this report do not include other shares beneficially owned directly or indirectly, through Wengen or otherwise, by the Reporting Person. The Reporting Person disclaims beneficial ownership of these securities except to the extent of the Reporting Person's pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. /s/ Avi Epstein, Attorney-in-Fact for Steven M. Taslitz 2019-06-19