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*
Sterling Capital Partners II L P

(Last) (First) (Middle)
C/O STERLING PARTNERS,
401 N. MICHIGAN AVENUE, SUITE 3300

(Street)
CHICAGO IL 60611

(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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/17/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Class A Common Stock 06/17/2019 C 701,819(1) A (4) 701,819 I By Wengen Alberta, Limited Partnership(5)(6)(7)
Class A Common Stock 06/17/2019 S 701,819(2) D $15.3032 0 I By Wengen Alberta, Limited Partnership(5)(6)(7)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (3) 06/17/2019 C 701,819 (3) (3) Class A Common Stock(4) 701,819 $0.00 1,318,654 I By Wengen Alberta, Limited Partnership(5)(6)(7)
1. Name and Address of Reporting Person*
Sterling Capital Partners II L P

(Last) (First) (Middle)
C/O STERLING PARTNERS,
401 N. MICHIGAN AVENUE, SUITE 3300

(Street)
CHICAGO IL 60611

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SC Partners II, L.P.

(Last) (First) (Middle)
C/O STERLING PARTNERS,
401 N. MICHIGAN AVENUE, SUITE 3300

(Street)
CHICAGO IL 60611

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Sterling Capital Partners II, LLC

(Last) (First) (Middle)
C/O STERLING PARTNERS,
401 N. MICHIGAN AVENUE, SUITE 3300

(Street)
CHICAGO IL 60611

(City) (State) (Zip)
Explanation of Responses:
1. Represents the number of shares that were acquired upon conversion of Class B Common Stock to Class A Common Stock.
2. 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.
3. 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.
4. 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.
5. 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 Persons 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.
6. 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," and, collectively with SCP II LP and SC Partners II, the "Reporting Persons") is the general partner of SC Partners II. Douglas L. Becker, Steven M. Taslitz 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.
7. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of its 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.
STERLING CAPITAL PARTNERS II, L.P. By: SC Partners II, L.P., its general partner By: Sterling Capital Partners II, LLC, its general partner By: /s/ Avi Epstein, Attorney-in-Fact Name: Avi Epstein Title: General Counsel 06/19/2019
SC PARTNERS II, L.P. By: Sterling Capital Partners II, LLC, its general partner By: /s/ Avi Epstein, Attorney-in-Fact Name: Avi Epstein Title: General Counsel 06/19/2019
STERLING CAPITAL PARTNERS II, LLC By: /s/ Avi Epstein, Attorney-in-Fact Name: Avi Epstein Title: General Counsel 06/19/2019
** 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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