Filing Details

Accession Number:
0001104659-18-069753
Form Type:
4
Zero Holdings:
No
Publication Time:
2018-11-23 19:35:10
Reporting Period:
2018-11-20
Accepted Time:
2018-11-23 19:35:10
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
912766 Laureate Education Inc. LAUR Services-Educational Services (8200) 521492296
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1695721 Ltd Jersey Partner General Bregal Quartermile One, 15 Lauriston Place
Edinburgh X0 EH3 9EP
No No Yes No
1695722 Bregal Europe Co-Investment Limited Partnership Quartermile One, 15 Lauriston Place
Edinburgh X0 EH3 9EP
No No Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Class A Common Stock Acquisiton 2018-11-20 11,095,406 $0.00 11,095,406 No 4 C Indirect By Wengen Alberta, Limited Partnership
Class A Common Stock Disposition 2018-11-20 11,095,406 $13.44 0 No 4 S Indirect By Wengen Alberta, Limited Partnership
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 C Indirect By Wengen Alberta, Limited Partnership
No 4 S Indirect By Wengen Alberta, Limited Partnership
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Class A Common Stock Class B Common Stock Disposition 2018-11-20 11,095,406 $0.00 11,095,406 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
820,004 No 4 C Indirect
Reported Non-Derivative Holdings
Sec. Name Remaning Holdings Nature of Ownership Explanation
Class A Common Stock 11,773 Direct
Footnotes
  1. Represents the number of shares that were acquired upon the conversion of Class B common stock of Laureate Education, Inc. (the "Issuer") to Class A common stock of the Issuer.
  2. Shares of Class A common stock were held directly by Wengen Alberta, Limited Partnership ("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., Cohen Private Ventures, LLC, Bregal Investments, Inc., StepStone Group LP, Sterling Fund Management, LLC and Snow Phipps Group, LLC (collectively, the "Wengen Investors") have interests in the Issuer through Wengen. The reporting persons and certain of the other Wengen Investors have designated representatives who serve as the members of the board of directors of Wengen GP.
  3. The shares of Class A Common Stock were sold in an underwritten public offering in which Wengen was the sole selling stockholder.
  4. Represents shares of Class A Common Stock of the Issuer owned directly by Bregal Investments, Inc.
  5. 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.
  6. An aggregate of 11,095,406 shares of Class B common stock was converted automatically into 11,095,406 shares of Class A common stock upon transfer to the underwriters in connection with the public offering.
  7. Shares of Class B common stock are held directly by Wengen. Bregal Europe Co-Investment Limited Partnership may be deemed to indirectly beneficially own these shares of Class B common stock by virtue of the limited partnership interests it holds in Wengen and its ability to direct Wengen with respect to certain voting and disposition of these shares. The General Partner of Bregal Europe Co-Investment Limited Partnership is Bregal General Partner Jersey Limited. The reporting persons are Bregal Europe Co-Investment Limited Partnership and Bregal General Partner Jersey Limited. 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.