0001104659-21-132524.txt : 20211101
0001104659-21-132524.hdr.sgml : 20211101
20211101211808
ACCESSION NUMBER: 0001104659-21-132524
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20211028
FILED AS OF DATE: 20211101
DATE AS OF CHANGE: 20211101
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BECKER DOUGLAS L
CENTRAL INDEX KEY: 0001072473
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38002
FILM NUMBER: 211368978
MAIL ADDRESS:
STREET 1: C/O 650 DUNDEE ROAD
STREET 2: SUITE 370
CITY: NORTHBROOK
STATE: IL
ZIP: 60062
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
tm2131608d2_4seq1.xml
OWNERSHIP DOCUMENT
X0306
4
2021-10-28
0
0000912766
LAUREATE EDUCATION, INC.
LAUR
0001072473
BECKER DOUGLAS L
C/O STERLING PARTNERS
650 S. EXETER STREET, #1100
BALTIMORE
MD
21202
0
0
1
0
Class A Common Stock
2021-10-28
4
C
0
880
A
33864
D
Class A Common Stock
2021-10-28
4
C
0
845
A
14675
I
See footnotes
Class A Common Stock
2021-10-28
4
C
0
1761750
A
2202188
I
See footnotes
Class A Common Stock
2021-10-28
4
C
0
729366
A
913707
I
See footnotes
Class A Common Stock
2021-10-28
4
C
0
1788082
A
2235103
I
See footnotes
Class B Common Stock
2021-10-28
4
C
0
880
0.00
D
Class A Common Stock
880
0
I
See footnotes
Class B Common Stock
2021-10-28
4
C
0
845
0.00
D
Class A Common Stock
845
0
I
See footnotes
Class B Common Stock
2021-10-28
4
C
0
1761750
0.00
D
Class A Common Stock
1761750
0
I
See footnote
Class B Common Stock
2021-10-28
4
C
0
729366
0.00
D
Class A Common Stock
729366
0
I
See footnotes
Class B Common Stock
2021-10-28
4
C
0
1788082
0.00
D
Class A Common Stock
1788082
0
I
See footnotes
Upon distribution of shares of Class B common stock ("Class B Common Stock") of Laureate Education, Inc. (the "Issuer"), previously indirectly beneficially owned (for purposes of Section 16) by certain investors through ownership of limited partnership interests in Wengen Alberta, Limited Partnership ("Wengen"), upon redemption of such limited partnership interests, such shares of Class B Common Stock automatically converted into shares of Class A common stock of the Issuer ("Class A Common Stock") on a one-for-one basis.
Pursuant to an agreement (the "Founders' Agreement") among Steven M. Taslitz, Douglas L. Becker and R. Christopher Hoehn-Saric and one other founder of Sterling (the "Sterling Founders"), the Sterling Founders share equally, on a net after-tax basis, in certain equity securities they receive in connection with services rendered by any of them to certain entities, including the Issuer. Each Sterling Founder controls the voting and disposition of the securities allocable to such Sterling Founder.
Mr. Becker directly holds shares of Class A Common Stock and previously indirectly beneficially owned shares of Class B Common Stock by virtue of his prior limited partnership interests in Wengen, which are subject to the Founders' Agreement.
Mr. Taslitz directly holds shares of Class A Common Stock and previously indirectly beneficially owned shares of Class B Common Stock by virtue of his prior limited partnership interests in Wengen, which are subject to the Founders' Agreement. In light of the Founders' Agreement, Mr. Becker may be deemed to indirectly beneficially own a portion of these shares in the Issuer.
SP-L Affiliate, LLC ("SP-L Affiliate") directly holds shares of Class A Common Stock and previously indirectly beneficially owned shares of Class B Common Stock by virtue of its prior limited partnership interests in Wengen. Messrs. Becker, Taslitz and Hoehn-Saric are the managers of SP-L Affiliate.
Sterling Capital Partners II, L.P. ("SCP II LP") directly holds shares of Class A Common Stock and previously indirectly beneficially owned shares of Class B Common Stock by virtue of its prior 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, Steven M. Taslitz and the Reporting Person 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.
Sterling Capital Partners III, L.P. ("SCP III LP") directly holds shares of Class A Common Stock and previously indirectly beneficially owned shares of Class B Common Stock by virtue of its prior limited partnership interest in Wengen. SC Partners III, L.P. ("SC Partners III") is the general partner of SCP III LP, and Sterling Capital Partners III, LLC ("SCP III LLC") is the general partner of SC Partners III. Douglas L. Becker, Steven M. Taslitz and the Reporting Person are the managers of SCP III LLC, but, as memorialized in a memorandum of understanding, Mr. Becker does not share voting or investment power over these shares.
Each share of Class B Common Stock 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.
Represents shares of Class B Common Stock held directly by Wengen, whose general partner is Wengen Investments Limited ("Wengen GP"). Certain investors, including, but not limited to, certain investment funds and other persons affiliated with or managed by Sterling Fund Management, LLC (including the Reporting Person), Kohlberg Kravis Roberts & Co. L.P., Cohen Private Ventures, LLC, Bregal Investments, Inc. and Snow Phipps Group, LLC (collectively, the "Wengen Investors") have interests in the Issuer through Wengen. Certain Wengen Investors have designated representatives who serve on the board of directors of Wengen GP.
The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of the Reporting Person's pecuniary interest therein. This filing shall not be deemed an admission that the Reporting Person is subject to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership by such Reporting Person of any securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise.
/s/ M. Avi Epstein, attorney-in-fact for Douglas L. Becker
2021-11-01