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 |
|
|||||||||||||||
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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
LAUREATE EDUCATION, INC. [ LAUR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 08/16/2007 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock, par value $0.01 per share | 08/16/2007 | P(1) | 3,046,839 | A | $62 | 49,571,209 | I | See Footnote(2) | ||
Common Stock, par value $0.01 per share | 08/17/2007 | P | 1,183,474 | A | $60.5 | 1,183,474 | D(3) | |||
Common Stock, par value $0.01 per share | 08/17/2007 | P | 91,215 | A | $62 | 22,504(4) | D(3) | |||
Common Stock, par value $0.01 per share | 08/17/2007 | J(5) | 1,252,105 | A | $0 | 50,823,314 | I | See Footnote(2) | ||
Common Stock, par value $0.01 per share | 08/17/2007 | J(6) | 50,823,314 | D | $0 | 0 | I | See Footnote(2) | ||
Common Stock, par value $0.01 per share | 08/17/2007 | J(6) | 22,584 | D | $0 | 0 | D(3) |
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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
Explanation of Responses: |
1. On August 16, 2007, pursuant to the option granted to L Curve Sub Inc. in the Amended and Restated Agreement and Plan of Merger dated as of June 3, 2007, by and among the Issuer, L Curve Sub Inc. and Wengen Alberta, Limited Partnership (the "Merger Agreement") and exercised by L Curve Sub Inc. on July 25, 2007, the Issuer issued to L Curve Sub Inc. that number of shares of common stock that, when added to the number of shares of common stock owned, directly or indirectly, by Wengen Alberta, Limited Partnership or L Curve Sub Inc. at the time of the exercise of the option, constituted one share of common stock more than 90% of the number of shares of common stock outstanding immediatly after such issuance. |
2. These securities were held by L Curve Sub Inc. which, prior to its merger with and into the Issuer, was a direct subsidiary of Wengen Alberta, Limited Partnership. The general partner of Wengen Alberta, Limited Partnership is Wengen Investments Limited. Wengen Alberta, Limited Partnership may have been deemed to be the beneficial owner of the shares of common stock held by L Curve Sub Inc., and Wengen Investments Limited may have been deemed to be the beneficial owner of the shares of common stock of the Issuer beneficially owned by Wengen Alberta, Limited Partnership. |
3. The securities were held by Wengen Alberta, Limited Partnership. The general partner of Wengen Alberta, Limited Partnership is Wengen Investments Limited. Wengen Investments Limited may have been deemed to be the beneficial owner of the shares of common stock beneficially owned by Wengen Alberta, Limited Partnership. |
4. The number of shares of common stock held by Wengen Alberta, Limited Partnership following the reported transaction reflects the transfer of 1,252,105 shares of common stock to L Curve Sub Inc., described in footnote 5. |
5. On August 17, 2007, in connection with the merger of L Curve Sub Inc. with and into the Issuer pursuant to the Merger Agreement (the "Merger"), Wengen Alberta, Limited Partnership, transferred 1,252,105 shares of common stock to L Curve Sub Inc., its direct subsidiary. |
6. On August 17, 2007, L Curve Sub Inc. merged with and into the Issuer pursuant to the Merger Agreement. In the Merger, pursuant to the terms of the Merger Agreement, 50,823,314 shares of common stock of the Issuer held by L Curve Sub Inc. and 22,584 shares of common stock of the Issuer held by Wengen Alberta, Limited Partnership were cancelled and retired and ceased to exist, and no payments or distributions were made with respect thereto. |
/s/ Jonathan D. Smidt as Director of Wengen Investments Limited | 08/22/2007 | |
/s/ Jonathan D. Smidt as Director of Wengen Investments Limited, General Partner of Wengen Alberta, Limited Partnership | 08/22/2007 | |
/s/ Robert W. Zentz as Senior Vice-President of Laureate Education, Inc., successor by merger to L Curve Sub Inc. | 08/22/2007 | |
** 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. | ||
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 Number. |