SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

DENNIS WILLIAM C

(Last)

(First)

(Middle)

1001 FLEET STREET

(Street)

BALTIMORE

21202

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LAUREATE EDUCATION, INC. [ laur ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President Latin America Ops.

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2004

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

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/15/2004		S		10,000	D	$39.0174⁽¹⁾	38,000	D
RESTRICTED common stock								54,000⁽²⁾	D
TOTAL COMMON STOCK								92,000⁽⁸⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Options	$5.95							⁽³⁾	10/01/2011	Common Stock	114,598		114,598	D
Options	$5.95							⁽⁴⁾	01/02/2012	Common Stock	15,178		15,178	D
Options	$17.54							⁽⁵⁾	04/30/2013	Common Stock	120,000		120,000	D
TOTAL OPTIONS	⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Common Stock	249,776⁽⁷⁾		249,776⁽⁷⁾	D

Explanation of Responses:

1. $39.0174 is the average sale price. The actual sale prices are as follows: 3,250 shares @ $39.00 571 shares @ $39.01 300 shares @ $39.01 800 shares @ $39.03 79 shares @ $39.14 2,480 shares @ $38.90 420 shares @ $38.91 300 shares @ $38.93 100 shares @ $38.96 100 shares @ $38.99 500 shares @ $39.01 300 shares @ $39.03 300 shares @ $39.06 100 shares @ $39.12 400 shares @ $39.15

2. All shares are nonvested & forfeitable as of the restricted grant agreement date of 4/30/03. These shares will vest on each anniversary and will be 100% fully vested on 4/30/07.

3. Various exercisable dates: 33% on 10/1/2002 33% on 9/16/2003 34% on 10/1/2004

4. Various exercisable dates: 33% on 1/2/2002 33% on 9/16/2003 34% on 1/2/2004

5. Options vested 25% on 4/30/2004. The unvested options will vest in increments of 25% and will be 100% vested on the 4th anniversary.

6. Various.

7. Represents TOTAL OPTIONS to date.

8. Represents TOTAL COMMON STOCK, including restricted and unrestricted stock.

	William C. Dennis	06/17/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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