0001104659-19-050308.txt : 20190916
0001104659-19-050308.hdr.sgml : 20190916
20190916200339
ACCESSION NUMBER: 0001104659-19-050308
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190912
FILED AS OF DATE: 20190916
DATE AS OF CHANGE: 20190916
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Sterling Capital Partners II L P
CENTRAL INDEX KEY: 0001321135
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38002
FILM NUMBER: 191095823
BUSINESS ADDRESS:
STREET 1: 1033 SKOKIE BLVD
STREET 2: SUITE 600
CITY: NORTHBROOK
STATE: IL
ZIP: 60062
BUSINESS PHONE: 847-480-4000
MAIL ADDRESS:
STREET 1: 1033 SKOKIE BLVD
STREET 2: SUITE 600
CITY: NORTHBROOK
STATE: IL
ZIP: 60062
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SC Partners II, L.P.
CENTRAL INDEX KEY: 0001696604
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38002
FILM NUMBER: 191095824
BUSINESS ADDRESS:
STREET 1: C/O STERLING PARTNERS, 401 N. MICHIGAN
STREET 2: SUITE 3300
CITY: CHICAGO
STATE: IL
ZIP: 60611
BUSINESS PHONE: 3124657000
MAIL ADDRESS:
STREET 1: C/O STERLING PARTNERS, 401 N. MICHIGAN
STREET 2: SUITE 3300
CITY: CHICAGO
STATE: IL
ZIP: 60611
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Sterling Capital Partners II, LLC
CENTRAL INDEX KEY: 0001696565
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38002
FILM NUMBER: 191095825
BUSINESS ADDRESS:
STREET 1: C/O STERLING PARTNERS, 401 N. MICHIGAN
STREET 2: SUITE 3300
CITY: CHICAGO
STATE: IL
ZIP: 60611
BUSINESS PHONE: 3124657000
MAIL ADDRESS:
STREET 1: C/O STERLING PARTNERS, 401 N. MICHIGAN
STREET 2: 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
2019-09-12
0
0000912766
LAUREATE EDUCATION, INC.
LAUR
0001321135
Sterling Capital Partners II L P
C/O STERLING PARTNERS,
401 N. MICHIGAN AVENUE, SUITE 3300
CHICAGO
IL
60611
1
0
1
0
0001696604
SC Partners II, L.P.
C/O STERLING PARTNERS,
401 N. MICHIGAN AVENUE, SUITE 3300
CHICAGO
IL
60611
1
0
1
0
0001696565
Sterling Capital Partners II, LLC
C/O STERLING PARTNERS,
401 N. MICHIGAN AVENUE, SUITE 3300
CHICAGO
IL
60611
1
0
1
0
Class A Common Stock
2019-09-12
4
C
0
406947
A
406947
I
By Wengen Alberta, Limited Partnership
Class A Common Stock
2019-09-12
4
S
0
406947
16.72
D
0
I
By Wengen Alberta, Limited Partnership
Class B Common Stock
2019-09-12
4
C
0
406947
0.00
D
Class A Common Stock
406947
911707
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 406,947 shares of Class B common stock converted automatically into 406,947 shares of Class A common stock upon transfer to the underwriter in connection with the public offering.
Represents shares 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 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," 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.
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
2019-09-16
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
2019-09-16
STERLING CAPITAL PARTNERS II, LLC By: /s/ Avi Epstein, Attorney-in-Fact Name: Avi Epstein Title: General Counsel
2019-09-16