SEC FORM 4

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^*

Serck-Hanssen Eilif

(Last)

(First)

(Middle)

C/O LAUREATE EDUCATION, INC.

78 S.W. 7TH STREET, SUITE 900

(Street)

MIAMI

33130

(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	10% Owner
X	Officer (give title below)	Other (specify below)
	PRESIDENT & CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/09/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/09/2022		M⁽¹⁾		173,761	A	$9.85	843,775	D
Common Stock	03/09/2022		S⁽¹⁾		173,761	D	$12.008⁽²⁾	670,014	D
Common Stock	03/10/2022		M⁽¹⁾		81,015	A	$9.85	751,029	D
Common Stock	03/10/2022		S⁽¹⁾		81,015	D	$12.054⁽³⁾	670,014	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$9.85⁽⁴⁾	03/09/2022		M⁽¹⁾			125,057	⁽⁵⁾	10/02/2023	Common Stock	125,057	$0	56,926	D
Employee Stock Option (right to buy)	$9.85⁽⁴⁾	03/09/2022		M⁽¹⁾			48,704	⁽⁶⁾	10/02/2023	Common Stock	48,704	$0	24,089	D
Employee Stock Option (right to buy)	$9.85⁽⁴⁾	03/10/2022		M⁽¹⁾			56,926	⁽⁵⁾	10/02/2023	Common Stock	56,926	$0	0	D
Employee Stock Option (right to buy)	$9.85⁽⁴⁾	03/10/2022		M⁽¹⁾			24,089	⁽⁶⁾	10/02/2023	Common Stock	24,089	$0	0	D

Explanation of Responses:

1. The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan established by the reporting person on November 23, 2021 with respect to two option grants expiring on October 2, 2023.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.00 to $12.07, inclusive. The reporting person undertakes to provide to Laureate Education, Inc., any security holder of Laureate Education, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2) and (3) to this Form 4.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.00 to $12.165, inclusive.

4. In connection with special cash distributions declared on September 15, 2021 and December 3, 2021, the Board approved certain required adjustments under the Company's equity award compensation plans, pursuant to which the exercise price of the Company's outstanding stock options were reduced by $7.01 and $0.58 per share, respectively.

5. The option vested in substantially equal installments on December 31, 2013, 2014, 2015, 2016 and 2017.

6. The option vested in substantially equal installments on December 31, 2013, 2014, 2015 and 2017 and April 15, 2018.

	/s/ Leslie S. Brush, Attorney-in-Fact	03/11/2022
	** 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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