SEC Form 4 · accession 0001140361-18-043573
LAUREATE EDUCATION, INC. · LAUR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Nov 20, 2018
Accepted (ET)
Nov 21, 2018 · 4:30 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000912766
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1 | Nov 20, 2018 | C | 14,087,500 | $0.00 | A | 14,087,500 | D | |
| Class A Common StockF2 | Nov 20, 2018 | S | 14,087,500 | $13.44 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF5,F3,F4 | — | Nov 20, 2018 | C | 14,087,500 | D | — | — | Class A Common Stock | 14,087,500 | 112,102,116 | D |
Explanation of responses
- F1Represents the number of shares that were acquired upon conversion of Class B Common Stock to Class A Common Stock.
- F2The shares of Class A Common Stock were sold in an underwritten public offering in which Wengn Alberta, Limited Partnership ("Wengen") was the sole selling stockholder.
- F3Each share of Class B Common Stock of Laureate Education, Inc. (the "Issuer") is convertible into one share of Class A Common Stock of the Issuer upon the election of the holder or upon transfer, subject to the terms of the Issuer's Amended and Restated Certificate of Incorporation.
- F4An aggregated of 14,087,500 shares of Class B common stock converted automatically into 14,087,500 shares of Class A common stock upon transfer to the underwriters in connection with the public offering.
- F5Shares of Class B Common Stock of the Issuer are 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., 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. Wengen GP and each holder of interests in Wengen disclaims beneficial ownership of the securities held by Wengen except to the extent of its pecuniary interest therein.