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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN 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. | |||
| 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. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (Right to Buy) | $ 17.44 (1) | 03/30/2018 | A | 45,843 (1) (2) (3) (7) | (1)(3) | 10/02/2023 | Class B Common Stock (1) | 45,843 (1) (2) (3) (7) | $ 0 | 802,211 (1) (4) (7) | D | ||||
| Performance Share Units | (5) | 03/30/2018 | M | 36,253 (2) (6) | (6) | (6) | Class B Common Stock (1) | 36,253 (2) (6) | $ 0 | 0 | D | ||||
| Class B Common Stock | (1) | 03/30/2018 | M | 36,253 (2) (6) (7) | (6) | (6) | Class A Common Stock | 36,253 (2) (6) (7) | $ 0 | 125,724 (2) (6) (7) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| BECKER DOUGLAS L C/O STERLING PARTNERS 650 S. EXETER STREET, #1100 BALTIMORE, MD 21202 |
X | X | ||
| /s/ M. Avi Epstein, attorney-in-fact for Douglas L. Becker | 04/03/2018 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(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 ("Class B Common Stock") of Laureate Education, Inc. ("Laureate") is convertible into one share of Class A Common Stock of Laureate upon the election of the holder or upon transfer, subject to the terms of Laureate's Amended and Restated Certificate of Incorporation. |
| (2) | Pursuant to an agreement (the "Founders' Agreement") among Douglas L. Becker, Steven M. Taslitz, 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 Laureate. Each Sterling Founder controls the voting and disposition of the securities allocable to such Sterling Founder. |
| (3) | This option with respect to 45,843 shares of Class B Common Stock (the "Shares") was issued to the reporting person pursuant to a Stock Option Agreement, dated October 2, 2013 (the "Stock Option Agreement") and vested on March 30, 2018 following determination by the Compensation Committee of Laureate's Board of Directors of Laureate's achievement of the applicable performance conditions. In light of the Founders' Agreement, each of Messrs. Taslitz and Hoehn-Saric, who also may be deemed to indirectly beneficially own a portion of such option, has made a separate Form 4 filing with respect to the vesting of this option with respect to the Shares. |
| (4) | Represents the aggregate number of shares of Class B Common Stock underlying vested options awarded pursuant to the Stock Option Agreement (including time-based and performance-based options). This figure consolidates shares of Class B Common Stock subject to the options reported at footnote 2 of the reporting person's Form 3 with the Shares subject to the vested option reported herein. |
| (5) | Each Performance Share Unit (each, a "PSU") represents the right to receive one share of Class B Common Stock. |
| (6) | On October 2, 2013, the reporting person was granted 181,265 PSUs, vesting in five equal tranches dependent upon Laureate achieving the applicable Equity Value Target as set forth in the applicable Performance Share Units Notice. 36,253 PSUs vested on March 30, 2018. In light of the Founders' Agreement, each of Messrs. Taslitz and Hoehn-Saric may be deemed to indirectly beneficially own a portion of the shares of Class B Common Stock issued upon the conversion of the PSUs and has made a separate Form 4 filing with respect to the issuance of such shares of Class B Common Stock. |
| (7) | The reporting person disclaims beneficial ownership of the securities reported herein, except to the extent of the reporting person's pecuniary interest therein. 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 Securities Exchange Act of 1934, as amended, or otherwise. |