| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | LAUR | Class A Common Stock | Conversion of derivative security | +705K | +271.99% | 964K | Oct 28, 2021 | Direct | F1, F2, F8 | ||
| transaction | LAUR | Class A Common Stock | Conversion of derivative security | +418K | +400% | 523K | Oct 28, 2021 | Direct | F1, F3, F8 | ||
| transaction | LAUR | Class A Common Stock | Conversion of derivative security | +204K | +400% | 256K | Oct 28, 2021 | Direct | F1, F4, F8 | ||
| transaction | LAUR | Class A Common Stock | Conversion of derivative security | +1.76M | +400% | 2.2M | Oct 28, 2021 | Direct | F1, F5, F8 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | LAUR | Class B Common Stock | Conversion of derivative security | $0 | -705K | -68% | $0.00 | 332K | Oct 28, 2021 | Class A Common Stock | 705K | See footnotes | F1, F2, F6, F7, F8 | |
| transaction | LAUR | Class B Common Stock | Conversion of derivative security | $0 | -418K | -100% | $0.00* | 0 | Oct 28, 2021 | Class A Common Stock | 418K | See footnotes | F1, F3, F6, F7, F8 | |
| transaction | LAUR | Class B Common Stock | Conversion of derivative security | $0 | -204K | -100% | $0.00* | 0 | Oct 28, 2021 | Class A Common Stock | 204K | See footnotes | F1, F4, F6, F7, F8 | |
| transaction | LAUR | Class B Common Stock | Conversion of derivative security | $0 | -1.76M | -100% | $0.00* | 0 | Oct 28, 2021 | Class A Common Stock | 1.76M | See footnotes | F1, F5, F6, F7, F8 |
| Id | Content |
|---|---|
| F1 | Upon distribution of shares of Class B common stock ("Class B Common Stock") of Laureate Education, Inc. (the "Issuer"), previously indirectly beneficially owned (for purposes of Section 16) by certain investors through ownership of limited partnership interests in Wengen Alberta, Limited Partnership ("Wengen"), upon redemption of such limited partnership interests, such shares of Class B Common Stock automatically converted into shares of Class A common stock of the Issuer ("Class A Common Stock") on a one-for-one basis. |
| F2 | 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. Steven M. Taslitz, Douglas L. Becker and R. Christopher 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. |
| F3 | Sterling Laureate Executives Fund, LP ("Sterling Executives Fund") directly holds shares of Class A Common Stock and previously indirectly beneficially owned shares of Class B Common Stock by virtue of its prior 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. |
| F4 | Sterling Laureate Rollover, LP ("Sterling Rollover") directly holds shares of Class A Common Stock and previously indirectly beneficially owned shares of Class B Common Stock by virtue of its prior 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. |
| F5 | SP-L Affiliate, LLC ("SP-L Affiliate") directly holds shares of Class A Common Stock and previously indirectly beneficially owned shares of Class B Common Stock by virtue of its prior limited partnership interests in Wengen. Messrs. Becker, Taslitz and Hoehn-Saric are the managers of SP-L Affiliate. |
| F6 | 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. |
| F7 | Represents shares of Class B Common Stock held directly by Wengen, whose general partner is Wengen Investments Limited ("Wengen GP"). Certain investors, including, but not limited to, certain investment funds and other persons affiliated with or managed by Sterling Fund Management, LLC (including the Reporting Persons), Kohlberg Kravis Roberts & Co. L.P., Cohen Private Ventures, LLC, Bregal Investments, Inc. and Snow Phipps Group, LLC (collectively, the "Wengen Investors") have interests in the Issuer through Wengen. Certain Wengen Investors have designated representatives who serve on the board of directors of Wengen GP. |
| F8 | Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. This filing shall not be deemed an admission that any 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 such Reporting Person of any securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise. |
Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, Sterling Capital Partners II, L.P., Sterling Capital Partners III, L.P., SC Partners II, L.P., SC Partners III, L.P., Sterling Capital Partners II, LLC, Sterling Capital Partners III, LLC and Messrs. Taslitz, Becker and Hoehn-Saric have made separate Form 4 filings; provided, that, for purposes of Footnotes 7 and 8 above, each of such persons should be considered a Reporting Person.