Edgar Filing: KKR Group Holdings Corp.

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â KKR Group Holdings Corp.

2. Date of Event Requiring Statement (Month/Day/Year)
07/01/2018

3. Issuer Name and Ticker or Trading Symbol
LAUREATE EDUCATION, INC. [LAUR]

(Last)

(First)

(Middle)

C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.,Â 9 WEST 57TH STREET, SUITE 4200

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

NEW YORK,Â NYÂ 10019

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	8,902,112	I	See Footnotes ⁽¹⁾ ⁽²⁾ ⁽⁸⁾ ⁽⁹⁾
Class A Common Stock	97,496	I	See Footnotes ⁽¹⁾ ⁽³⁾ ⁽⁹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock	Â ⁽⁴⁾	Â ⁽⁴⁾	Class A Common Stock	22,889,952	$ ⁽⁴⁾	I	See Footnotes ⁽¹⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁸⁾ ⁽⁹⁾
Class B Common Stock	Â ⁽⁴⁾	Â ⁽⁴⁾	Class A Common Stock	952,623	$ ⁽⁴⁾	I	See Footnotes ⁽¹⁾ ⁽⁵⁾ ⁽⁷⁾ ⁽⁹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
KKR Group Holdings Corp. C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK,Â NYÂ 10019	Â	Â	Â	Â

Signatures

KKR GROUP HOLDINGS CORP. By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer		07/02/2018
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	Pursuant to an internal reorganization in connection with the conversion of KKR & Co. L.P., a Delaware limited partnership, into a Delaware corporation named KKR & Co. Inc., which became effective on July 1, 2018, KKR & Co. L.P. contributed all of its interests in two wholly-owned subsidiaries, KKR Group Holdings L.P. and KKR Group Limited, to a newly formed and wholly-owned subsidiary, KKR Group Holdings Corp., and KKR Group Holdings L.P. and KKR Group Limited were liquidated. KKR Group Holdings Corp. is now a general partner of KKR Fund Holdings L.P. and the sole shareholder of KKR Fund Holdings GP Limited and may be deemed to be the beneficial owner of all or a portion of the securities reported herein. Each of KKR Group Holdings L.P. and KKR Group Limited are separately filing an "exit" Form 4 to reflect the above. This internal reorganization did not involve any purchase or sale of securities of Laureate Education, Inc. (the "Issuer").
(2)	KKR 2006 Fund (Overseas), Limited Partnership directly holds these shares of Class A Common Stock of the Issuer ("Class A Common Stock").
(3)	KKR Partners II (International), L.P. directly holds these shares of Class A Common Stock. KKR PI-II GP Limited is the general partner of KKR Partners II (International), L.P.
(4)	Each share of Class B Common Stock ("Class B Common Stock") of the Issuer 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.
(5)	Shares of Class B Common Stock 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. Affiliates of the Reporting Person and certain of the other Wengen Investors have designated representatives who serve as the members of the board of directors of Wengen GP.
(6)	KKR 2006 Fund (Overseas), Limited Partnership may be deemed to indirectly beneficially own these shares of Class B Common Stock by virtue of the limited partnership interests it holds in Wengen.
(7)	KKR Partners II (International), L.P. may be deemed to indirectly beneficially own these shares of Class B Common Stock by virtue of the limited partnership interests it holds in Wengen. KKR PI-II GP Limited is the general partner of KKR Partners II (International), L.P.
(8)	KKR Associates 2006 (Overseas), Limited Partnership is the general partner of KKR 2006 Fund (Overseas), Limited Partnership. KKR 2006 Limited is the general partner of KKR Associates 2006 (Overseas), Limited Partnership. KKR Fund Holdings L.P. is the sole shareholder of KKR 2006 Limited. KKR Fund Holdings GP Limited is a general partner of KKR Fund Holdings L.P. KKR Group Holdings Corp. is a general partner of KKR Fund Holdings L.P. and the sole shareholder of KKR Fund Holdings GP Limited. KKR & Co. Inc. is the sole shareholder of KKR Group Holdings Corp. KKR Management LLC is the controlling shareholder of KKR & Co. Inc. Messrs. Henry R. Kravis and George R. Roberts are the designated members of KKR Management LLC.
(9)	The Reporting Person may be deemed to be the beneficial owner of all or a portion of the securities reported herein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise, the Reporting Person is the beneficial owner of any securities reported herein, and the Reporting Person disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
Â Remarks: TheÂ acquisitionÂ ofÂ beneficialÂ ownershipÂ isÂ exemptÂ fromÂ SectionÂ 16Â ofÂ theÂ ExchangeÂ Act,Â pursuantÂ toÂ SectionÂ 16(b)Â ofÂ theÂ ExchangeÂ ActÂ andÂ RuleÂ 16a-2(c)Â thereunder.Â Â ExhibitÂ List:Â ExhibitÂ 24Â -Â PowerÂ ofÂ Attorney.

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