0000899243-17-002302.txt : 20170131 0000899243-17-002302.hdr.sgml : 20170131 20170131201623 ACCESSION NUMBER: 0000899243-17-002302 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170131 FILED AS OF DATE: 20170131 DATE AS OF CHANGE: 20170131 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: LAUREATE EDUCATION, INC. CENTRAL INDEX KEY: 0000912766 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 521492296 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 650 S. EXETER STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4108436100 MAIL ADDRESS: STREET 1: 650 S. EXETER STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: SYLVAN LEARNING SYSTEMS INC DATE OF NAME CHANGE: 19930929 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 2007 Co-Investment Portfolio, L.P. CENTRAL INDEX KEY: 0001611683 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38002 FILM NUMBER: 17562760 BUSINESS ADDRESS: STREET 1: 4350 LA JOLLA VILLAGE DRIVE STREET 2: SUITE 800 CITY: SAN DIEGO STATE: CA ZIP: 92122 BUSINESS PHONE: 858-558-9700 MAIL ADDRESS: STREET 1: 4350 LA JOLLA VILLAGE DRIVE STREET 2: SUITE 800 CITY: SAN DIEGO STATE: CA ZIP: 92122 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: StepStone Co-Investment Funds GP, LLC CENTRAL INDEX KEY: 0001502288 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38002 FILM NUMBER: 17562761 BUSINESS ADDRESS: STREET 1: 410 PARK AVENUE STREET 2: SUITE 1710 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 750-0330 MAIL ADDRESS: STREET 1: 410 PARK AVENUE STREET 2: SUITE 1710 CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: StepStone Group Holdings LLC CENTRAL INDEX KEY: 0001586449 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38002 FILM NUMBER: 17562763 BUSINESS ADDRESS: STREET 1: 505 FIFTH AVE. STREET 2: 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212) 351-6100 MAIL ADDRESS: STREET 1: 505 FIFTH AVE. STREET 2: 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: StepStone Capital Partners II Cayman Holdings, L.P. CENTRAL INDEX KEY: 0001441380 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38002 FILM NUMBER: 17562764 BUSINESS ADDRESS: STREET 1: 410 PARK AVENUE, SUITE 1710 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-750-0330 MAIL ADDRESS: STREET 1: 410 PARK AVENUE, SUITE 1710 CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: Citigroup Capital Partners II Cayman Holdings, L.P. DATE OF NAME CHANGE: 20080729 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: STEPSTONE CAPITAL PARTNERS II ONSHORE L P CENTRAL INDEX KEY: 0001375500 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38002 FILM NUMBER: 17562765 BUSINESS ADDRESS: STREET 1: 410 PARK AVENUE, SUITE 1710 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-750-0330 MAIL ADDRESS: STREET 1: 410 PARK AVENUE, SUITE 1710 CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: CITIGROUP CAPITAL PARTNERS II ONSHORE L P DATE OF NAME CHANGE: 20060914 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: StepStone Group LP CENTRAL INDEX KEY: 0001502287 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38002 FILM NUMBER: 17562762 BUSINESS ADDRESS: STREET 1: 4275 EXECUTIVE SQUARE STREET 2: SUITE 500 CITY: LA JOLLA STATE: CA ZIP: 92037 BUSINESS PHONE: 858-558-9700 MAIL ADDRESS: STREET 1: 4275 EXECUTIVE SQUARE STREET 2: SUITE 500 CITY: LA JOLLA STATE: CA ZIP: 92037 FORMER NAME: FORMER CONFORMED NAME: StepStone Group LLC DATE OF NAME CHANGE: 20100928 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2017-01-31 0 0000912766 LAUREATE EDUCATION, INC. LAUR 0001586449 StepStone Group Holdings LLC 4275 EXECUTIVE SQUARE, SUITE 500 SAN DIEGO CA 92037 0 0 1 0 0001502287 StepStone Group LP 4275 EXECUTIVE SQUARE, SUITE 500 SAN DIEGO CA 92037 0 0 1 0 0001502288 StepStone Co-Investment Funds GP, LLC 4275 EXECUTIVE SQUARE, SUITE 500 SAN DIEGO CA 92037 0 0 1 0 0001611683 2007 Co-Investment Portfolio, L.P. 4275 EXECUTIVE SQUARE, SUITE 500 SAN DIEGO CA 92037 0 0 1 0 0001375500 STEPSTONE CAPITAL PARTNERS II ONSHORE L P 4275 EXECUTIVE SQUARE, SUITE 500 SAN DIEGO CA 92037 0 0 1 0 0001441380 StepStone Capital Partners II Cayman Holdings, L.P. 4275 EXECUTIVE SQUARE, SUITE 500 SAN DIEGO CA 92037 0 0 1 0 Class B Common Stock Class A Common Stock 3999536 I See footnote Each share of Class B Common Stock ("Class B Common Stock") of Laureate Education, Inc. (the "Issuer") is convertible into one share of Class A Common Stock of the Issuer ("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. 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 ("StepStone LP"), Sterling Fund Management, LLC and Snow Phipps Group, LLC (collectively, the "Wengen Investors") have interests in the Issuer through Wengen. The Reporting Persons and certain of the other Wengen Investors have designated representatives who serve as the members of the board of directors of Wengen GP. 2007 Co-Investment Portfolio L.P. ("2007 Co-Invest"), StepStone Capital Partners II Onshore, L.P. ("Onshore") and StepStone Capital Partners II Cayman Holding, L.P. (collectively with 2007 Co-Invest and Onshore, the "StepStone Funds") may be deemed to indirectly beneficially own shares of Class B Common Stock owned by Wengen by virtue of the limited partnership interests they hold in Wengen. StepStone Group Holdings LLC is the general partner of StepStone LP, which is the sole member of StepStone Co-Investment Funds GP, LLC ("StepStone GP" and, collectively with the StepStone Funds and StepStone LP, the "Reporting Persons"), which is the sole general partner of each of the StepStone Funds. None of the Reporting Persons directly own shares of the Issuer. This filing shall not be deemed an admission that the Reporting Persons are subject to Section 16 of the Securities Exchange Act of 1934, as amended. Except as set forth herein, the reporting persons disclaim beneficial ownership of all securities other than those reported herein, and this report shall not be deemed an admission that any group exists or that the reporting persons are the beneficial owner of the securities of any group for purposes of Section 16 or any other purpose. StepStone Group Holdings LLC, by its partner and general counsel, Jason Ment. /s/ Jason Ment 2017-01-31 StepStone Group LP, by its general partner StepStone Group Holdings LLC, by its partner and general counsel, Jason Ment. /s/ Jason Ment 2017-01-31 StepStone Co-Investment Funds GP, LLC, by its partner and general counsel, Jason Ment. /s/ Jason Ment 2017-01-31 Each StepStone Fund, by its respective general partner, StepStone Co-Investment Funds GP, LLC, by its partner and general counsel, Jason Ment. /s/ Jason Ment 2017-01-31