UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8)*

Laureate Education, Inc.

(Name of Issuer)

Common Stock, par value $0.004 per share

(Title of Class of Securities)

518613203

(CUSIP Number)

Andrew B. Cohen

c/o Wengen Alberta, Limited Partnership

c/o Laureate Education, Inc.

650 South Exeter Street

Baltimore, Maryland 21202

with a copy to:

Lillian Tsu, Esq.

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, NY 10006

Tel: (212) 225-2000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

October 28, 2021

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because §240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7(b) for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 518613203

13D

1	NAMES OF REPORTING PERSONS
	Wengen Alberta, Limited Partnership

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Alberta, Canada

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			20,855,584

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			20,855,584

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	20,855,584

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	11.5%*

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

*See Item 5.

CUSIP No. 518613203

13D

1	NAMES OF REPORTING PERSONS
	Wengen Investments Limited

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			20,855,584

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			20,855,584

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	20,855,584

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	11.5%*

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

*See Item 5.

Explanatory Note

This Amendment No. 8 to Schedule 13D (“Amendment No. 8”) relates to the shares of Class A Common Stock par value $0.004 per share (the “Class A Common Stock”), of Laureate Education, Inc., a Delaware public benefit corporation (the “Issuer”), and amends the initial statement on Schedule 13D filed by Wengen Alberta, Limited Partnership (“Wengen”) and Wengen Investments Limited (“Wengen GP” and, together with Wengen, the “Reporting Persons”) with the Securities and Exchange Commission (the “SEC”) on February 16, 2017, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6 and Amendment No. 7 to such Schedule 13D filed on April 25, 2018, November 15, 2018, November 21, 2018, June 19, 2019, September 23, 2019, March 24, 2021 and April 6, 2021, respectively (as so amended, the “Statement”).

This Amendment No. 8 is being filed by the Reporting Persons to report the redemption by certain investors of Wengen of their respective interests in Wengen in exchange for delivery by Wengen to such investors of the number of shares of Issuer Class A Common Stock corresponding to the Wengen interests so redeemed, as described in more detail below. Except as specifically provided herein, this Amendment No. 8 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in the Schedule 13D.

Item 2.

Purpose of Transaction.

Item 2 of the Statement is hereby amended and restated to read in its entirety as follows:

(a)-(f) This Statement is being filed pursuant to Rule 13d-1(a) under the Securities Exchange Act of 1934, as amended (the “1934 Act”), by:

(i) Wengen; and

(ii) Wengen GP.

Wengen GP is the General Partner of Wengen. The limited partnership interests in Wengen are held by certain investors. On October 28, 2021, certain of these investors elected to have their interests in Wengen redeemed in exchange for delivery by Wengen to such investors of the number of shares of Issuer Class A Common Stock corresponding to the Wengen interests so redeemed (the “Redemption”). Following the Redemption and cancellation of the interests, investors affiliated with or managed by Kohlberg Kravis Roberts & Co. L.P. (together with its affiliates, “KKR”), StepStone Group LP (together with its affiliates, “StepStone”) and Sterling Fund Management, LLC (together with certain of its affiliates, except for Sterling Laureate, LP, “Sterling” and, collectively, the “Former Wengen Investors”) no longer hold limited partnership interests in Wengen.

Following the Redemption, the limited partnership interests in Wengen are held by certain investment funds and other investors affiliated with or managed by CPV Partners, LLC (together with its affiliates, including CPV Holdings, LLC, “CPV”), Snow Phipps Group, LLC (together with its affiliates, “Snow Phipps”), Sterling Laureate, LP and certain investment vehicles on behalf of persons that are not affiliated with CPV, Snow Phipps or the Former Wengen Investors (collectively, the “Wengen Investors”). Each of the Former Wengen Investors, CPV and Snow Phipps separately make Schedule 13D filings reporting their respective beneficial ownership of shares of Class A Common Stock.

After the date of this Amendment No. 8, on November 4, 2021, Messrs. Avi Epstein and Steven Taslitz, Sterling’s representatives on the board of directors of Wengen GP resigned effective on the same date. Based on the disclosure set forth in the Schedule 13D/A filed on November 5, 2021 filed by KKR, KKR’s representative on the board of directors of Wengen GP is also expected to resign.

Pursuant to the Wengen Securityholders Agreement (as defined in Item 6), the Wengen Investors are entitled to appoint representatives to the board of directors of Wengen GP.

The business address, present principal occupation or employment and citizenship of each director of Wengen GP as of October 28, 2021 and the number of shares of Class A Common Stock beneficially owned by each such director are listed on Schedule I hereto.

(b) The address of the principal business office of each of the Reporting Persons is:

c/o Laureate Education, Inc.

650 South Exeter Street

Baltimore, MD 21202

(c) Wengen is principally engaged in the business of investing in the Issuer. Wengen GP is principally engaged in the business of being the general partner of Wengen.

(d) During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other persons listed on Schedule I hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other persons listed on Schedule I hereto, has been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 4.

Purpose of Transaction.

Item 4 of the Statement is hereby amended by adding the following:

The information set forth in Items 2, 3 and 6 of this Statement is hereby incorporated by reference into this Item 4.

On October 28, 2021, the Former Wengen Investors elected to engage in the Redemption. Following the Redemption, the Former Wengen Investors no longer hold limited partnership interests in Wengen and their respective representative on the board of directors of Wengen GP either have resigned or are expected to resign.

Because the Class B common stock, par value $0.004 per share, of the Issuer (the “Class B Common Stock”) outstanding after giving effect to the Redemption represented less than 15% of the total outstanding Class A Common Stock and Class B Common Stock, pursuant to the Issuer’s Amended and Restated Certificate of Incorporation each share of Class A Common Stock and each share of Class B Common Stock automatically converted into one share of the Issuer’s common stock (the “Common Stock”), effective October 29, 2021. Following the conversion, the Issuer has only one class of Common Stock outstanding, and the Issuer no longer qualifies for the “controlled company” exemption under the Nasdaq Stock Market listing rules.

In connection with the Redemption, on October 28, 2021, Wengen, Wengen GP and the Issuer entered into an amendment to the Amended and Restated Securityholders Agreement dated as of February 6, 2017, as further described in Item 6 below, which amendment was approved by the Former Wengen Investors, CPV and Snow Phipps in accordance with the Wengen Securityholders Agreement (as defined in Item 6).

Item 5.

Interest in Securities of the Issuer.

Items 5(a), (b) and (c) of the Statement are hereby amended and restated to read as follows:

The information set forth in Items 2, 3, 4 and 6 of this Statement and the cover pages of this Statement is hereby incorporated by reference into this Item 5.

(a) and (b). As of October 28, 2021, following the Redemption, the Reporting Persons may be deemed to beneficially own, in the aggregate, 20,855,584 shares of Class A Common Stock, which represent, in the aggregate, approximately 11.5% of the outstanding shares of the Class A Common Stock, calculated pursuant to the Exchange Act and based on information provided by the Issuer. Effective October 29, 2021, following the date of this Amendment No. 8 and as a result of the Redemption, all outstanding shares of Class B Common Stock were automatically converted to shares of Common Stock, in accordance with the terms of the Issuer’s Amended and Restated Certificate of Incorporation.

Pursuant to the provisions of the Wengen Securityholders Agreement (as defined in Item 6), Wengen GP will vote the shares of Class A Common Stock owned by Wengen in certain matters, including in the election of certain directors, at the discretion of Wengen GP, and with respect to voting on certain matters and disposition of such securities, subject to certain limitations, such powers will be exercised by Wengen GP at the direction of each underlying investor in Wengen, in each case, with respect to a number of shares representing such investor’s pro rata interest in Wengen.

The Wengen Investors and certain of their affiliates separately make Schedule 13D filings reporting their beneficial ownership of shares of Common Stock.

(c) Except as set forth in Item 4, no Reporting Person has effected any transaction in the Common Stock during the past 60 days.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended and supplemented as follows:

The information set forth in Items 2, 3, 4 and 5 hereof is hereby incorporated by reference into this Item 6.

On October 28, 2021, the Issuer entered into Amendment No. 1 (the “Amendment”) dated as of the same date to the Amended and Restated Securityholders Agreement, dated as of February 6, 2017, among Wengen, the Issuer and the other parties thereto (the “Wengen Securityholders Agreement”).

The Amendment provides, among other matters, that for so long as either KKR or CPV holds at least 8,035,713 shares of Issuer Common Stock, KKR and CPV collectively (or one of them if the other has lost its director designation right under the Wengen Securityholders Agreement) will have the right to nominate one additional director (the “Third Director”) who will initially be Ian K. Snow, and who may be removed or replaced at any time without cause by KKR and CPV (or one of them if the other has lost its existing director designation right under the Wengen Securityholders Agreement). In the event that KKR and CPV each ceases to be the beneficial owner of at least 8,035,713 shares of Issuer common stock, then the Third Director must offer his resignation as a director to the Issuer’s Board of Directors, and KKR and CPV thereafter will no longer be entitled to designate a Third Director. In addition, irrespective of their actual holdings, the right to designate a Third Director, as well as the existing Issuer director designation rights of KKR, CPV and Sterling Capital Partners II, L.P., Sterling Capital Partners III, L.P., SP L Affiliate, LLC, Douglas L. Becker, Steven M. Taslitz and their respective affiliates under the Wengen Securityholders Agreement, will expire on December 31, 2024.

In addition, the Amendment specifies that the Wengen GP must cause all of the Issuer’s shares held by Wengen to be voted, and that all current and former Wengen investors who have an employee or representative serving on the Wengen GP’s or the Issuer’s Board of Directors must vote their shares of the Issuer, in favor of the director nominees designated by KKR and CPV under the Wengen Securityholders Agreement.

Also, in the Amendment, Wengen, the Wengen Investors and the Former Wengen Investors agree that, as between them and the Issuer, Wengen and such investors will be responsible for the payment of any taxes and any related fees, costs and expenses attributable to a direct or indirect transfer of Issuer common stock and that Wengen and the Wengen Investors and Former Wengen Investors will, at the time of any such transfer, pay to, or as directed by, the Issuer or Wengen (and the Issuer and Wengen have the right to withhold from any amounts distributable to Wengen or the Wengen Investors or Former Wengen Investors) the amount of any taxes payable in Peru with respect to such transfer and any related costs, fees and expenses incurred by the Issuer, any of the Issuer’s subsidiaries or Wengen. Wengen will pay any amounts it so receives from the Wengen Investors and Former Wengen Investors to the Issuer, and the Issuer will use any amounts it so receives from Wengen and the Wengen Investors and Former Wengen Investors (and any amounts so withheld) to pay any taxes payable in Peru and its related costs, fees and expenses.

The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, which is filed as Exhibit P. to this Schedule 13D and incorporated by reference herein.

Item 7.

Material to be Filed as Exhibits

Item 7 of the Schedule 13D is hereby amended by adding the following exhibit:

Exhibit P.

Amendment No. 1, dated as of October 28, 2021, to the Amended and Restated Securityholders Agreement, dated as of February 6, 2017, among the Issuer, Wengen, Wengen GP and its investors party thereto.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: November 9, 2021

WENGEN ALBERTA, LIMITED PARTNERSHIP

By:	Wengen Investments Limited, its general partner

By:	/s/ Andrew B. Cohen
Name:	Andrew B. Cohen
Title:	Director

WENGEN INVESTMENTS LIMITED

By:	/s/ Andrew B. Cohen
Name:	Andrew B. Cohen
Title:	Director

SCHEDULE I

DIRECTORS OF WENGEN GP

The following sets forth, as of October 28, 2021 the name, business address, principal occupation of each director of Wengen GP, the number of shares of the Issuer’s Class A Common Stock beneficially owned by each such director and a description of any transactions in the Issuer’s Class A Common Stock that were effected during the past sixty days by each such director. Each director is a citizen of the United States.

Director and Business Address	Principal Occupation	Shares of Class A Common Stock Beneficially Owned	Transactions in the Issuer’s Class A Common Stock Within 60 Days
Brian Carroll c/o Laureate Education, Inc. 650 South Exeter Street Baltimore, Maryland 21202	Managing Partner Carroll Capital LLC	30,464 - See footnote (1)	None
Andrew B. Cohen c/o Cohen Private Ventures LLC, 55 Hudson Yards New York, New York 10001	Chief Investment Officer Cohen Private Ventures, LLC	See Footnote (2)	See Footnote (2)
William Cornog c/o KKR Capstone Americas LLC 30 Hudson Yards New York, New York 10001	Global Head KKR Capstone Americas LLC	30,788- See footnote (3)	None
M. Avi Epstein c/o Sterling Partners 401 N. Michigan Avenue Suite 3300 Chicago, Illinois 60611	Managing Director, Chief Operating Officer, General Counsel and Chief Compliance Officer, Sterling Partners	None	None
Ian Snow c/o Snow Phipps Group, LLC 667 Madison Avenue New York, New York 10065	Chief Executive Officer and Co-Founding Partner Snow Phipps Group, LLC	See Footnote (4)	See Footnote (4)

Steven M. Taslitz

c/o Sterling Partners

401 N. Michigan Avenue

Suite 3300

Chicago, Illinois 60611

Senior Managing Director

Sterling Partners

See Footnote (5)

(1) Information concerning the director’s beneficial ownership of Class A Common Stock is based on information disclosed in the Schedule 14A filed by Laureate Education, Inc. on April 16, 2021 in connection with its Definitive Proxy Statement.

(2) Information concerning the director’s beneficial ownership of Class A Common Stock and transactions in the Issuer’s Class A Common Stock effected during the past sixty days is incorporated herein by reference to the Schedule 13D filed by Cohen Private Ventures, LLC on November 8, 2021 in connection with the Distribution.

(3) Information concerning the director’s beneficial ownership of Class A Common Stock is based on information disclosed in the Form 4 filed by William Cornog on May 28, 2021.

(4) Information concerning the director’s beneficial ownership of Class A Common Stock and transactions in the Issuer’s Class A Common Stock effected during the past sixty days is incorporated herein by reference to the Schedule 13D filed by Snow Phipps on November 9, 2021 in connection with the Redemption.

(5) Information concerning the director’s beneficial ownership of Class A Common Stock and transactions in the Issuer’s Class A Common Stock effected during the past sixty days is incorporated herein by reference to the Schedule 13D filed by Sterling on November 9, 2021 in connection with the Redemption.

Exhibit P

AMENDMENT NO. 1 TO

AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT

This Amendment No. 1 (this “Amendment”), dated as of October 28, 2021, is entered into by and among Wengen Alberta, Limited Partnership (the “Company”), Wengen Investments Limited, the general partner of the Company (the “General Partner”), Laureate Education, Inc., a public benefit corporation organized under the laws of Delaware (“Laureate”), and each of the other parties signatory hereto (together with the Company, the General Partner and Laureate, the “Parties”). Capitalized terms used but not defined in this Amendment have the meanings ascribed to them in the Amended and Restated Securityholders Agreement, dated as of February 6, 2017, by and among the Company, the General Partner, Laureate and the other parties thereto (the “Securityholders Agreement”).

RECITALS

WHEREAS, certain Investors and Securityholders have requested (the “Requesting Investors”) that the Company redeem and cancel their Interests in exchange for the delivery by the Company to the Requesting Investors of the corresponding number of shares of Common Stock;

WHEREAS, the Class B Common Stock indirectly held by the Requesting Investors through the Company was converted into Class A Common Stock in accordance with Laureate’s organizational documents;

WHEREAS, the Company and the Requesting Investor desires, effective as of the date of this Amendment, to (i) have all of the Interests held by the Requesting Investors redeemed and canceled by the Company (the “Redeemed Interests”) and (ii) in exchange, have the corresponding number of shares of Class A Common Stock delivered by the Company to the Requesting Investors (the “Partial Redemption”); and

WHEREAS, as a condition and as an inducement for the Company to effectuate the Partial Redemption, the Parties have agreed to amend the Securityholders Agreement as set forth in this Amendment in accordance with Section 3.1(a) of the Securityholders Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the above recitals and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Parties hereto hereby agree as follows:

1. Waiver. The Parties hereby waive, in respect of the Partial Redemption, the obligations of the General Partner and the requirements set forth in Section 2.3 of the Securityholders Agreement, and Section 2.3 of the Securityholders Agreement shall not apply with respect to the Partial Redemption.

2. Redemption. The Requesting Investors and the Company hereby agree that, effective as of the date of this Amendment, (i) the Redeemed Interests shall be redeemed and canceled and shall not be re-issued and (ii) the Company shall deliver to each Requesting Investor the corresponding number of shares of Class A Common Stock (it being understood that each share of such Class A Common Stock shall be deemed to have a value equal to the higher of the opening and closing price of the Class A Common Stock as quoted on The Nasdaq Stock Market LLC as of the date of this Amendment).

3. Amendments to the Securityholders Agreement.

a. Section 2.3 of the Securityholders Agreement is hereby amended by adding the following sentence immediately following the end of the paragraph:

If and when Interests are redeemed, such Interests shall automatically be canceled and shall not be re-issued.

b. Section 3.3 of the Securityholders Agreement is hereby amended by deleting the second sentence set forth therein.

c. Each of Section 3.2 and Section 3.3 of the Securityholders Agreement is hereby amended by adding the following sentence at the end of each such Section:

Notwithstanding anything in this Agreement to the contrary, any obligation arising prior to any termination of this Agreement or termination of this Agreement as to any Person shall survive such termination.

d. Section 2.5 of the Securityholders Agreement is hereby amended and restated to read in its entirety as follows:

Subject to the terms of the Securities Act, any Investor who is not in possession of material nonpublic information regarding Laureate and its Subsidiaries shall be entitled to cause the Company to (A) Transfer all or part of such Investor’s shares of Common Stock to a Person pursuant to Rule 144 or (B) Transfer such shares pursuant to the Laureate Registration Rights Agreement, and, in each case of clauses (A) and (B), after the consummation of such Transfer, the Company shall use the proceeds from such Transfer to redeem Interests from such Investor in accordance with Section 5.1.3 of the LP Agreement. Section 2.3 shall not apply to any redemption as a result of any Transfer pursuant to this Section 2.5.

e. Sections 5.2(a)(i)(B) and 5.2(a)(i)(C) are hereby amended by deleting the words “a number of shares of Common Stock equal to $75 Million divided by the IPO Price of a share of Class A Common Stock” and inserting in lieu thereof “at least 5,357,142 shares of Common Stock”.

f. Section 5.2(a) of the Securityholders Agreement is hereby amended by deleting Section 5.2(a)(i)(E) and inserting the following in lieu thereof:

For so long as either KKR or CPV holds at least 8,035,713 shares of Common Stock, KKR and CPV collectively (or one of them if the other has lost its rights under Section 5.2(a)(ii)(B) or 5.2(a)(ii)(C)) shall have the right to nominate one (1) Director (the “Third Director”) who shall initially be Ian Snow, and who may be removed and/or replaced at any time and from time to time without cause by KKR and CPV (or one of them if the other has lost its rights under Section 5.2(a)(ii)(B) or 5.2(a)(ii)(C)). In the event that KKR ceases to be the beneficial owner of at least 8,035,713 shares of Common Stock and CPV ceases to be the beneficial owner of at least 8,035,713 shares of Common Stock, then the Third Director shall offer his resignation as a Laureate Director to the Laureate Board, and KKR and CPV shall thereafter not be entitled to designate a Third Director.

g. The Securityholders Agreement is hereby amended by adding the following new Section 5.2(a)(i)(F) after Section 5.2(a)(i)(E) that reads as follows:

(F) Notwithstanding anything in this Sections 5.2(a)(i) to the contrary, the rights set forth in this Sections 5.2(a)(i) expire on December 31, 2024.

h. Section 5.2(a) of the Agreement is hereby amended by adding “that has an employee or representative on the Board or Laureate Board” after the words “each Investor” the first time it appears in clause (i) thereof.

i. Section 5.3 of the Securityholders Agreement is hereby amended by adding “or Securityholder” each time the word “Investor” appears.

j. Section 6.18 of the Securityholders Agreement is hereby deleted in its entirety and in lieu thereof, replaced with the following: “6.18 [Intentionally Omitted]”

k. Article VI of the Securityholders Agreement is hereby amended by inserting the following as a new Section 6.20 therein:

6.20

Peru Tax Matters.

(a) To the extent that there is any direct or indirect Transfer of Common Stock to, by, on behalf of or for the benefit of, the Company or any Investor or Securityholder or a direct or indirect Transfer of an interest in an Investor or Securityholder (each, a “Covered Transfer”), each Covered Person (as defined below) hereby acknowledges and agrees that:

(i) as between such Covered Person and Laureate, such Covered Person is, and shall at all times remain, responsible and liable for the payment of any taxes and any related fees, costs and expenses (including any fees and disbursements of legal counsel) resulting from or attributable to such Covered Transfer;

(ii) neither Laureate nor any of its Subsidiaries shall have any responsibility or liability with respect to any such taxes or such related fees, costs and expenses; and

(iii) such Covered Person will, at the time of any Covered Transfer, (A) pay to, or as directed by, the Company or Laureate the amount of any Peru Taxes with respect to such Covered Transfer and (B) reimburse the Company or Laureate, as applicable, for its pro rata portion of any related costs, fees and expenses (including the reasonable fees and disbursements of legal counsel) incurred by the Company, Laureate or any of Laureate’s Subsidiaries.

The Company shall pay any amounts received from Investors and Securityholders pursuant to this Section 6.20 to Laureate promptly upon receipt thereof. For purposes of this Amendment, (i) “Covered Person” means the Company and each Investor and Securityholder, (ii) “Peru Taxes” shall mean any Peruvian taxes resulting from or attributable a Covered Transfer, (iii) “Peru Tax Certificate” shall mean any certificate issued by SUNAT to establish the tax basis for Peruvian tax purposes of Common Stock or any interest in an entity that holds, directly or indirectly, Common Stock and (iv) “SUNAT” shall mean the Superintendencia Nacional de Aduanas y de Administración Tributaria or any other Governmental Authority that is responsible for taxation in Peru.

(b) Laureate and the Company shall be authorized (but shall not be required) to withhold from amounts payable to any Covered Person (whether that amount is payable in securities or cash) any such Peru Taxes and reimbursable costs, fees and expenses referred to in Section 6.20(a) of this Amendment. The Company shall pay any amounts withheld from Investors and Securityholders pursuant to this Section 6.20(b) to Laureate promptly upon such withholding. Any amounts so withheld by Laureate or the Company shall be treated as paid to the applicable Covered Person.

(c) Laureate shall use any amounts received from the Covered Persons pursuant to Section 6.20(a), and any amounts withheld pursuant to Section 6.20(b), to pay such Peru Taxes and its related costs, fees and expenses. To the extent any amounts received from the Covered Persons pursuant to Section 6.20(a), and any amounts withheld pursuant to Section 6.20(b), exceed the amounts required to pay such Peru Taxes and the related costs, fees and expenses incurred by the Company, Laureate or any of Laureate’s Subsidiaries, such excess shall be returned to the Covered Persons.

(d) Each Covered Person shall give Laureate prior written notice of any Transfer of Securities by, on behalf of or for the benefit of such Covered Person, which notice shall include a copy of the applicable Peru Tax Certificate then in effect. No Covered Person shall be permitted to Transfer any Securities, unless such Covered Person pays to, or as directed by, the Company or Laureate (or the Company or Laureate withholds) the amount of any Peru Taxes as a result of such Transfer and such Covered Person’s pro rata portion of any related costs, fees and expenses incurred by Laureate. Laureate shall notify each Covered Person in writing of the amount of Peru Taxes payable as a result of such proposed Transfer and the amount of such Covered Person’s pro rata portion of related costs, fees and expenses incurred by Laureate.

(e) In the case of any Peru Tax Certificate obtained by Laureate with respect to any Common Stock or other interests, each Covered Person shall reimburse Laureate for such Covered Person’s pro rata portion of all fees, costs and expenses incurred or paid by Laureate or its Subsidiaries to obtain such certificate.

l. Article VI of the Securityholders Agreement is hereby amended by inserting the following as a new Section 6.21 therein:

6.21 Company & General Partner Expenses. Each Investor and Securityholder hereby authorizes the Company and the General Partner to withhold from any amount distributable or deliverable (whether in a distribution, redemption or otherwise) by the Company or the General Partner to such Investor or Securityholder such Investor’s or Securityholder’s pro rata share of any taxes, fees, costs and expenses incurred by the Company or the General Partner (including, without limitation, the taxes, fees, costs and expenses incurred by the Company or the General Partner in connection with the dissolution of the Company’s subsidiaries) prior to the time such Investor or Securityholder no longer holds any Interests.

4. General Provisions. All other terms and provisions of the Securityholders Agreement shall remain in full force and effect, and no other modifications to the Securityholders Agreement have been made pursuant to this Amendment except as provided herein. All references to the Securityholders Agreement in the Securityholders Agreement or any other document, instrument, agreement or writing delivered pursuant thereto shall hereafter be deemed to refer to the Securityholders Agreement as amended by this Amendment. In the event of a conflict between the terms of this Amendment and the terms of the Securityholders Agreement, the terms of this Amendment shall control.

5. Counterparts. This Amendment may be executed in counterparts (each of which shall be deemed to be an original but all of which taken together shall constitute one and the same amendment) and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by electronic communication, facsimile or otherwise) to the other Parties.

6. Governing Law; Jurisdiction. The provisions of Section 6.9 of the Securityholders Agreement shall apply to this Amendment mutatis mutandis as if set forth herein.

[Signature Pages Follow]

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be duly executed and delivered as of the date first written above.

	WENGEN ALBERTA, LIMITED PARTNERSHIP

	By:	/s/ William L Cornog
	Name:	William L Cornog
	Title:	Director

	WENGEN INVESTMENTS LIMITED

	By:	/s/ William L Cornog
	Name:	William L Cornog
	Title:	Director

	LAUREATE EDUCATION, INC.

	By:	/s/ Rick Sinkfield
	Name:	Rick Sinkfield
	Title:	Chief Legal Officer

[Signature Page to Amendment No. 1 to Amended and Restated Securityholders Agreement]

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be duly executed and delivered as of the date first written above.

	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/ Jeff Elburn
	Name:	Jeff Elburn
	Title:	CFO

	STERLING CAPITAL PARTNERS III, L.P.

	By:	SC Partners III, L.P., its general partner

	By:	Sterling Capital Partners III, LLC, its general partner

	By:	/s/ Jeff Elburn
	Name:	Jeff Elburn
	Title:	CFO

[Signature Page to Amendment No. 1 to Amended and Restated Securityholders Agreement]

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be duly executed and delivered as of the date first written above.

	SP-L AFFILIATE, LLC

	By:	/s/ Steven Taslitz
	Name:	Steven Taslitz
	Title:	Member

[Signature Page to Amendment No. 1 to Amended and Restated Securityholders Agreement]

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be duly executed and delivered as of the date first written above.

	ILM INVESTMENTS LIMITED PARTNERSHIP

	By:	SP-L Management, LLC, its general partner

	By:	/s/ Steven Taslitz
	Name:	Steven Taslitz
	Title:	Member

	LAUREATE CO-INVESTORS I, LIMITED PARTNERSHIP

	By:	SP-L Management I, LLC, its general partner

	By:	/s/ Steven Taslitz
	Name:	Steven Taslitz
	Title:	Member

	LAUREATE CO-INVESTORS II, LIMITED PARTNERSHIP

	By:	SP-L Management II, LLC, its general partner

	By:	/s/ Steven Taslitz
	Name:	Steven Taslitz
	Title:	Member

	LAUREATE CO-INVESTORS III, LIMITED PARTNERSHIP

	By:	SP-L Management II, LLC, its general partner

	By:	/s/ Steven Taslitz
	Name:	Steven Taslitz
	Title:	Member

[Signature Page to Amendment No. 1 to Amended and Restated Securityholders Agreement]

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be duly executed and delivered as of the date first written above.

	LAUREATE CO-INVESTORS IV, LIMITED PARTNERSHIP

	By:	SP-L Management I, LLC, its general partner

	By:	/s/ Steven Taslitz
	Name:	Steven Taslitz
	Title:	Member

	LAUREATE CO-INVESTORS V, LIMITED PARTNERSHIP

	By:	SP-L Management I, LLC, its general partner

	By:	/s/ Steven Taslitz
	Name:	Steven Taslitz
	Title:	Member

	STERLING LAUREATE, L.P.

	By:	SP-L Management III, LLC, its general partner

	By:	/s/ Steven Taslitz
	Name:	Steven Taslitz
	Title:	Member

	STERLING LAUREATE EXECUTIVES FUND, L.P.

	By:	SP-L Management IV, LLC, its general partner

	By:	/s/ Steven Taslitz
	Name:	Steven Taslitz
	Title:	Member

[Signature Page to Amendment No. 1 to Amended and Restated Securityholders Agreement]

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be duly executed and delivered as of the date first written above.

	STERLING LAUREATE ROLLOVER L.P.

	By:	SP-L Management V, LLC, its general partner

	By:	/s/ Steven Taslitz
	Name:	Steven Taslitz
	Title:	Member

[Signature Page to Amendment No. 1 to Amended and Restated Securityholders Agreement]

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be duly executed and delivered as of the date first written above.

	STEVEN M. TASLITZ

	By:	/s/ Steven M. Taslitz

	KJT 2013 GIFT TRUST U/A/D 1/31/13

	By:	/s/ Bruce Goldman
	Name:	Bruce Goldman
	Title:	Trustee

	THE IRREVOCABLE BBHT II IDGT

	By:	/s/ Marianne Hellauer
	Name:	Marianne Hellauer
	Title:	Trustee

[Signature Page to Amendment No. 1 to Amended and Restated Securityholders Agreement]

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be duly executed and delivered as of the date first written above.

	DOUGLAS L. BECKER

	By:	/s/ Douglas L. Becker

	DLB TELECOM TRUST U/A/D/ 1/3/05

	By:	/s/ Marianne Hellauer
	Name:	Marianne Hellauer
	Title:	Trustee

[Signature Page to Amendment No. 1 to Amended and Restated Securityholders Agreement]

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be duly executed and delivered as of the date first written above.

	KKR 2006 FUND (OVERSEAS), LIMITED PARTNERSHIP

	By:	KKR Associates 2006 (Overseas), Limited
		Partnership, its general partner

	By:	KKR 2006 Limited, its general partner

	By:	/s/ William L Cornog
	Name:	William L Cornog
	Title:	Director

	KKR PARTNERS II (INTERNATIONAL), L.P.

	By:	KKR PI-II GP Limited, its general partner

	By:	/s/ William L Cornog
	Name:	William L Cornog
	Title:	Director

[Signature Page to Amendment No. 1 to Amended and Restated Securityholders Agreement]

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be duly executed and delivered as of the date first written above.

	2007 CO-INVESTMENT PORTFOLIO, L.P.

	By:	StepStone Co-Investment Funds GP, LLC, its general partner

	By:	/s/ Andrew Bratt
	Name:	Andrew Bratt
	Title:	Deputy General Counsel

	STEPSTONE CAPITAL PARTNERS II CAYMAN HOLDINGS, L.P.

	By:	StepStone Co-Investment Funds GP, LLC, its general partner

	By:	/s/ Andrew Bratt
	Name:	Andrew Bratt
	Title:	Deputy General Counsel

	STEPSTONE CAPITAL PARTNERS II ONSHORE, L.P.

	By:	StepStone Co-Investment Funds GP, LLC, its
		general partner

	By:	/s/ Andrew Bratt
	Name:	Andrew Bratt
	Title:	Deputy General Counsel

[Signature Page to Amendment No. 1 to Amended and Restated Securityholders Agreement]

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be duly executed and delivered as of the date first written above.

	CPV HOLDINGS, LLC

	By:	/s/ Andrew B. Cohen
	Name:	Andrew B. Cohen
	Title:	Authorized Signatory

[Signature Page to Amendment No. 1 to Amended and Restated Securityholders Agreement]

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be duly executed and delivered as of the date first written above.

	TORREAL SOCIEDAD DE CAPITAL RIESGO S.A.

	By:	/s/ José Díaz-Rato Revuelta
	Name:	José Díaz-Rato Revuelta
	Title:	Authorized Signatory

	By:	/s/ Almudena de Egaña Huerta
	Name:	Almudena de Egaña Huerta
	Title:	Authorized Signatory

	PEDRO DEL CORRO GARCÍA-LOMAS

	By:	/s/ Pedro Del Corro García-Lomas

	ANA MARÍA GÓMEZ CUESTA

	By:	/s/ Ana María Gómez Cuesta

	JOSÉ DÍAZ-RATO REVUELTA

	By:	/s/ José Díaz-Rato Revuelta

[Signature Page to Amendment No. 1 to Amended and Restated Securityholders Agreement]

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be duly executed and delivered as of the date first written above.

	CITIGROUP CAPITAL PARTNERS II EMPLOYEE MASTER FUND, L.P.

	By:	/s/ Robert A Grogan
	Name:	Robert A Grogan
	Title:	President

	CPE CO-INVESTMENT (LAUREATE) LLC

	By:	/s/ Robert A Grogran
	Name:	Robert A Grogan
	Title:	President

[Signature Page to Amendment No. 1 to Amended and Restated Securityholders Agreement]

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be duly executed and delivered as of the date first written above.

	S.P.G. CO-INVESTMENT, L.P.

	By:	/s/ Ian Snow
	Name:	Ian Snow
	Title:

	SNOW PHIPPS GROUP (B), L.P.

	By:	/s/ Ian Snow
	Name:	Ian Snow
	Title:

	SNOW PHIPPS GROUP (OFFSHORE), L.P.

	By:	/s/ Ian Snow
	Name:	Ian Snow
	Title:


	SNOW PHIPPS GROUP (RPV), L.P.

	By:	/s/ Ian Snow
	Name:	Ian Snow
	Title:

	SNOW PHIPPS GROUP, L.P

	By:	/s/ Ian Snow
	Name:	Ian Snow
	Title:

[Signature Page to Amendment No. 1 to Amended and Restated Securityholders Agreement]