| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | LAUR | Class A Common Stock | Other | -13.6K | -98.48% | 210 | May 28, 2021 | Direct | F1, F2, F3, F11 | ||
| holding | LAUR | Class A Common Stock | 33K | May 28, 2021 | See footnotes. | F2, F4, F11 | |||||
| holding | LAUR | Class A Common Stock | 259K | May 28, 2021 | See footnotes. | F5, F11 | |||||
| holding | LAUR | Class A Common Stock | 105K | May 28, 2021 | See footnotes. | F6, F11 | |||||
| holding | LAUR | Class A Common Stock | 51.1K | May 28, 2021 | See footnotes. | F7, F11 | |||||
| holding | LAUR | Class A Common Stock | 440K | May 28, 2021 | See footnotes. | F8, F11 | |||||
| holding | LAUR | Class A Common Stock | 182K | May 28, 2021 | See footnotes. | F9, F11 | |||||
| holding | LAUR | Class A Common Stock | 447K | May 28, 2021 | See footnotes. | F10, F11 |
| Id | Content |
|---|---|
| F1 | Represents shares of Class A common stock ("Class A Common Stock") of Laureate Education, Inc. (the "Issuer") previously issued to Steven M. Taslitz pursuant to Laureate's non-employee director compensation plan, which, pursuant to the Founders' Agreement (as defined below) and the organizational documents of certain entities affiliated with Sterling, were transferred to Sterling Fund Management, LLC ("SFM"). |
| F2 | Pursuant to an agreement (the "Founders' Agreement") among Mr. 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. |
| F3 | Mr. Taslitz directly holds shares of Class A Common Stock and indirectly beneficially owns shares of Class B Common Stock by virtue of the limited partnership interests he holds in Wengen Alberta, Limited Partnership ("Wengen"), which are subject to the Founders' Agreement. |
| F4 | Mr. Becker directly holds shares of Class A Common Stock and indirectly beneficially owns shares of Class B Common Stock by virtue of the limited partnership interests he holds in Wengen, which are subject to the Founders' Agreement. In light of the Founders' Agreement, Mr. Taslitz may be deemed to indirectly beneficially own a portion of these shares in the Issuer. |
| F5 | Sterling Laureate, LP ("Sterling Laureate") directly holds shares of Class A Common Stock and indirectly beneficially owns shares of Class B Common Stock by virtue of its limited partnership interests in Wengen. SP-L Management III, LLC ("SP-L Management III") is the general partner Sterling Laureate, and SP-L Parent, LLC ("SP-L Parent") is the general partner of SP-L Management III. Messrs. Becker, Taslitz and Hoehn-Saric are the managers of SP-L Parent, but, as memorialized in a memorandum of understanding, Mr. Becker does not share voting or investment power over these shares. |
| F6 | Sterling Laureate Executives Fund, LP ("Sterling Executives Fund") directly holds shares of Class A Common Stock and indirectly beneficially owns shares of Class B Common Stock by virtue of its limited partnership interests in Wengen. SP-L Management IV, LLC ("SP-L Management IV") is the general partner of Sterling Executives Fund, and SP-L Parent is the general partner of SP-L Management IV. Messrs. Becker, Taslitz and Hoehn-Saric are the managers of SP-L Parent, but, as memorialized in a memorandum of understanding, Mr. Becker does not share voting or investment power over these shares. |
| F7 | Sterling Laureate Rollover, LP ("Sterling Rollover") directly holds shares of Class A Common Stock and indirectly beneficially owns shares of Class B Common Stock by virtue of its limited partnership interests in Wengen. SP-L Management V, LLC ("SP-L Management V") is the general partner of Sterling Rollover, and SP-L Parent is the general partner of SP-L Management V. Messrs. Becker, Taslitz and Hoehn-Saric are the managers of SP-L Parent, but, as memorialized in a memorandum of understanding, Mr. Becker does not share voting or investment power over these shares. |
| F8 | SP-L Affiliate, LLC ("SP-L Affiliate") directly holds shares of Class A Common Stock and indirectly beneficially owns shares of Class B Common Stock by virtue of its limited partnership interests in Wengen. Messrs. Becker, Taslitz and Hoehn-Saric are the managers of SP-L Affiliate. |
| F9 | Sterling Capital Partners II, L.P. ("SCP II LP") directly holds shares of Class A Common Stock and indirectly beneficially owns shares of Class B Common Stock by virtue of its limited partnership interests in Wengen. SC Partners II, L.P. ("SC Partners II") is the sole general partner of SCP II LP, and Sterling Capital Partners II, LLC ("SCP II LLC") is the sole general partner of SC Partners II. Messrs. Becker, Taslitz and Hoehn-Saric are the managers of SP II LLC, but, as memorialized in a memorandum of understanding, Mr. Becker does not share voting or investment power over these shares. |
| F10 | Sterling Capital Partners III, L.P. ("SCP III LP") directly holds shares of Class A Common Stock and indirectly beneficially owns shares of Class B Common Stock by virtue of its limited partnership interests in Wengen. SC Partners III, L.P. ("SC Partners III") is the sole general partner of SCP III LP, and Sterling Capital Partners III, LLC ("SCP III LLC") is the sole general partner of SC Partners III. Messrs. Becker, Taslitz and Hoehn-Saric are the managers of SP III LLC, but, as memorialized in a memorandum of understanding, Mr. Becker does not share voting or investment power over these shares. |
| F11 | 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 the Reporting Person of any securities reported herein for purposes of Section 16 of the Exchange Act or otherwise. |