UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Class B Common Stock | Â (1) | Â (1) | Class A Common Stock | 126,189,616 | $ (1) | D (2) | Â |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Wengen Alberta, LP C/O LAUREATE EDUCATION, INC., 650 SOUTH EXETER STREET BALTIMORE, MD 21202 |
 |  X |  |  |
Wengen Investments LTD C/O LAUREATE EDUCATION, INC., 650 SOUTH EXETER STREET BALTIMORE, MD 21202 |
 |  X |  |  |
WENGEN ALBERTA, LIMITED PARTNERSHIP By: Wengen Investments Limited, its General Partner By: /s/ Andrew Cohen Name: Andrew Cohen Title: Director | 01/31/2017 | |
**Signature of Reporting Person | Date | |
WENGEN INVESTMENTS LIMITED By: /s/ Andrew Cohen Name: Andrew Cohen Title: Director | 01/31/2017 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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). |
(1) | Each 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. |
(2) | Shares of Class B Common Stock of the Issuer are 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. 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. |