Laureate Education, Inc.
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(Name of Issuer)
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Class A Common Stock, par value $0.004 per share
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(Title of Class of Securities)
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518613203
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(CUSIP Number)
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Telephone: (312) 902-5493
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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September 12, 2019
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(Date of Event Which Requires Filing of this Statement)
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CUSIP No. 518613203
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13D
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1
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NAMES OF REPORTING PERSONS
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Wengen Alberta, Limited Partnership
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Alberta, Canada
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0 |
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8
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SHARED VOTING POWER
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86,147,116*
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9
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SOLE DISPOSITIVE POWER
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0 |
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10
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SHARED DISPOSITIVE POWER
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86,147,116*
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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86,147,116*
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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39.17%*
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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CUSIP No. 518613203
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13D
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1
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NAMES OF REPORTING PERSONS
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Wengen Investments Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
|
||||
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||||
3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0 |
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8
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SHARED VOTING POWER
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86,147,116*
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9
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SOLE DISPOSITIVE POWER
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0 |
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10
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SHARED DISPOSITIVE POWER
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86,147,116*
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||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|
|
||
86,147,116*
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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39.17%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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Item 2.
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Purpose of Transaction.
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Item 4.
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Purpose of Transaction.
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Item 5.
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Interest in Securities of the Issuer.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
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Item 7.
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Material to be Filed as Exhibits
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Exhibit N.
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Underwriting Agreement dated September 9, 2019 (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed by the Issuer on September 12, 2019).
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Lock-up Agreement dated September 9, 2019.
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Dated: September 23, 2019
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WENGEN ALBERTA, LIMITED PARTNERSHIP
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By:
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Wengen Investments Limited, its general partner
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By:
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/s/ Steven M. Taslitz
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Name:
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Steven M. Taslitz
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Title:
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Director
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WENGEN INVESTMENTS LIMITED
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By:
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/s/ Steven M. Taslitz
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Name:
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Steven M. Taslitz
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Title:
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Director
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Director and Business Address
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Principal Occupation
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Shares of Class A
Common Stock
Beneficially
Owned
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Transactions in the
Issuer’s Class A
Common Stock
Within 60 Days
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||||
Brian Carroll
c/o Laureate Education, Inc.
650 South Exeter Street
Baltimore, Maryland 21202
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Managing Partner
Carroll Capital LLC
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16,844 (2)
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None
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||||
Andrew Cohen
c/o Cohen Private Ventures, LLC 510 Madison Avenue
New York, New York 10022
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Managing Director
Cohen Private Ventures, LLC
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12,833 (3)
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None
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||||
William Cornog
c/o KKR Capstone Americas LLC
9 West 57th Street, 41st Floor
New York, New York 10019
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Global Head
KKR Capstone Americas LLC
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6,335
|
None
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||||
Darren Friedman
c/o StepStone Group LP
885 Third Avenue, 17th Floor
New York, New York 10022
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Partner
StepStone Group LP
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See Footnote (4)
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See Footnote (4)
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||||
R. Christopher Hoehn-Saric
c/o Sterling Partners
401 N. Michigan Avenue
Suite 3300
Chicago, Illinois 60611
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Senior Managing Director
Sterling Partners
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See Footnote (1)
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See Footnote (1)
|
||||
Ian Snow
c/o Snow Phipps Group, LLC
667 Madison Avenue
New York, New York 10065
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Chief Executive Officer and Co-Founding Partner
Snow Phipps Group, LLC
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1,363,698 (4)
|
None
|
||||
Steven M. Taslitz
c/o Sterling Partners
401 N. Michigan Avenue
Suite 3300
Chicago, Illinois 60611
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Senior Managing Director
Sterling Partners
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See Footnote (1)
|
See Footnote (1)
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Very truly yours,
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||
Wengen Alberta, Limited Partnership
|
||
By: |
Wengen Investments Limited,
|
|
its General Partner
|
||
By: |
/s/ Steven M. Taslitz
|
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Name: Steven M. Taslitz
|
||
Title: Director
|