0001104659-17-005583.txt : 20170131 0001104659-17-005583.hdr.sgml : 20170131 20170131214815 ACCESSION NUMBER: 0001104659-17-005583 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 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: HOEHN SARIC RULDOLF CHRISTOPHER CENTRAL INDEX KEY: 0001011193 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38002 FILM NUMBER: 17562965 MAIL ADDRESS: STREET 1: C/O STERLING PARTNERS STREET 2: 401 NORTH MICHIGAN AVENUE, SUITE 3300 CITY: CHICAGO STATE: IL ZIP: 60611 3 1 a3.xml 3 X0206 3 2017-01-31 0 0000912766 LAUREATE EDUCATION, INC. LAUR 0001011193 HOEHN SARIC RULDOLF CHRISTOPHER C/O STERLING PARTNERS 401 N. MICHIGAN AVENUE, SUITE 3300 CHICAGO IL 60611 1 0 1 0 Stock Option (Right to Buy) 23.20 2023-10-02 Class B Common Stock 710530 I See Footnotes Stock Option (Right to Buy) 23.26 2018-06-17 2026-10-25 Class B Common Stock 114790 I See Footnotes Class B Common Stock Class A Common Stock 68428 I See Footnotes Class B Common Stock Class A Common Stock 13889 I See Footnotes Class B Common Stock Class A Common Stock 1056 I See Footnotes Class B Common Stock Class A Common Stock 1101 I See Footnotes Class B Common Stock Class A Common Stock 1345292 I See Footnotes Class B Common Stock Class A Common Stock 523027 I See Footnotes Class B Common Stock Class A Common Stock 255622 I See Footnotes Class B Common Stock Class A Common Stock 72026699 I See Footnotes Class B Common Stock Class A Common Stock 2202188 I See Footnotes Class B Common Stock Class A Common Stock 2020473 I See Footnotes Class B Common Stock Class A Common Stock 3232757 I See Footnotes 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 upon the election of the holder or upon transfer, subject to the terms of the Issuer's Amended and Restated Certificate of Incorporation. Represents an option to purchase shares of Class B Common Stock issued to Douglas L. Becker. The option is vested with respect to 595,929 of the underlying shares of Class B Common Stock and will vest with respect to an additional 114,601 of such shares on December 31, 2017. In light of the Founders' Agreement (defined in Footnote 3), the Reporting Person may be deemed to indirectly beneficially own a portion of these options. Pursuant to an agreement (the "Founders' Agreement") among Mr. Becker, Steven M. Taslitz, R. Christopher Hoehn-Saric and one other founder of Sterling (the "Sterling Founders"), the Sterling Founders share equally, on a net after-tax basis, in certain equity securities they receive in connection with services rendered by any of them to certain entities, including the Issuer. Each Sterling Founder controls the voting and disposition of the securities allocable to such Sterling Founder. Represents an option to purchase shares of Class B Common Stock issued to Mr. Becker. In light of the Founders' Agreement, the Reporting Person may be deemed to indirectly beneficially own a portion of these options. Represents Class B Common Stock held directly by Mr. Becker. In light of the Founders' Agreement, the Reporting Person may be deemed to indirectly beneficially own a portion of these shares of Class B Common Stock in the Issuer. Represents shares of Class B Common Stock held by Sterling Fund Management, LLC ("SFM"). Messrs. Becker, Taslitz and Hoehn-Saric are the managers of SFM. Represents shares of Class B Common Stock held directly by Wengen Alberta, Limited Partnership ("Wengen"), whose general partner is Wengen Investments Limited ("Wengen GP"). Certain investors, including, but not limited to, certain investment funds and other persons affiliated with or managed by SFM (including the Reporting Person), Kohlberg Kravis Roberts & Co. L.P., Cohen Private Ventures, LLC, Bregal Investments, Inc., StepStone Group LP and Snow Phipps Group, LLC (collectively, the "Wengen Investors") have interests in the Issuer through Wengen. Certain Wengen Investors (including the Reporting Person) have designated representatives who serve on the board of directors of Wengen GP. Each of Messrs. Becker and Taslitz serves as a designated representative of the Reporting Person on the board of directors of the Issuer pursuant to a securityholders agreement. As of January 31, 2017, John A. Miller also serves as a designated representative of the Reporting Person on the board of directors of the Issuer. Mr. Miller's service as such will terminate upon the consummation of the initial public offering of Class A Common Stock of the Issuer. Represents shares of Class B Common Stock in the Issuer that Mr. Taslitz may be deemed to indirectly beneficially own by virtue of his direct limited partnership interest in Wengen. In light of the Founders' Agreement, the Reporting Person may be deemed to indirectly beneficially own a portion of these shares of Class B Common Stock in the Issuer. Represents shares of Class B Common Stock in the Issuer that Mr. Becker may be deemed to indirectly beneficially own by virtue of his direct limited partnership interest in Wengen. In light of the Founders' Agreement, the Reporting Person may be deemed to indirectly beneficially own a portion of these shares of Class B Common Stock in the Issuer. Represents shares of Class B Common Stock in the Issuer that Sterling Laureate, LP may be deemed to indirectly beneficially own by virtue of its limited partnership interests in Wengen. SP-L Management III, LLC is the general partner Sterling Laureate, LP, and SP-L Parent, LLC ("SP-L Parent") is the general partner of SP-L Management III, LLC. Messrs. Becker, Taslitz and Hoehn-Saric are the managers of SP-L Parent. Represents shares of Class B Common Stock in the Issuer that Sterling Laureate Executives Fund, LP may be deemed to indirectly beneficially own by virtue of its limited partnership interests in Wengen. SP-L Management IV, LLC is the general partner of Sterling Laureate Executives Fund, LP, and SP-L Parent is the general partner of SP-L Management IV, LLC. Messrs. Becker, Taslitz and Hoehn-Saric are the managers of SP-L Parent. Represents shares of Class B Common Stock in the Issuer that Sterling Laureate Rollover, LP may be deemed to indirectly beneficially own by virtue of its limited partnership interests in Wengen. SP-L Management V, LLC is the general partner of Sterling Laureate Rollover, LP, and SP-L Parent is the general partner of SP-L Management V, LLC. Messrs. Becker, Taslitz and Hoehn-Saric are the managers of SP-L Parent. The Reporting Person is one of the managers (along with Messrs. Becker and Taslitz) of the general partner of investment vehicles that may be deemed to indirectly beneficially own these shares of Class B Common Stock in the Issuer by virtue of their limited partnership interests in Wengen (the "Co-Investor Vehicles"). The Co-Investor Vehicles hold such limited partnership interests on behalf of persons that are not affiliated with SFM or any of its affiliates, and Messrs. Becker and Taslitz do not represent the Co-Investor Vehicles on the board of directors of the Issuer. Represents shares of Class B Common Stock in the Issuer that SP-L Affiliate, LLC ("SP-L Affiliate") may be deemed to indirectly beneficially own by virtue of its limited partnership interest in Wengen. Messrs. Becker, Taslitz and Hoehn-Saric are the managers of SP-L Affiliate. Represents shares of Class B Common Stock in the Issuer that Sterling Capital Partners II, L.P. ("SCP II LP") may be deemed to indirectly beneficially own by virtue of its limited partnership interest in Wengen. SC Partners II, L.P. is the sole general partner of SCP II LP, and Sterling Capital Partners II, LLC ("SCP II LLC") is the sole general partner of SC Partners II, L.P. Messrs. Becker, Taslitz and Hoehn-Saric are the managers of SP II LLC. Represents shares of Class B Common Stock in the Issuer that Sterling Capital Partners III, L.P. ("SCP III LP") may be deemed to indirectly beneficially own by virtue of its limited partnership interest in Wengen. SC Partners III, L.P. is the sole general partner of SCP III LP, and Sterling Capital Partners III, LLC ("SCP III LLC") is the sole general partner of SC Partners III, L.P. Messrs. Becker, Taslitz and Hoehn-Saric are the managers of SP III LLC. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. This filing shall not be deemed an admission that the Reporting Person is subject to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership by such Reporting Person of any securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise. Because no more than 10 reporting persons can file any one Form 3 through the Securities and Exchange Commission's EDGAR system, Sterling Fund Management, LLC, Sterling Capital Partners II, L.P., Sterling Capital Partners III, L.P., SC Partners II, L.P., SC Partners III, L.P., Sterling Capital Partners II, LLC, Sterling Capital Partners III, LLC, SP-L Affiliate, LLC, SP-L Parent, LLC, SP-L Management III, LLC, SP-L Management IV, LLC, SP-L Management V, LLC, Sterling Laureate, LP, Sterling Laureate Executives Fund, LP, Sterling Laureate Rollover, LP, KJT 2013 Gift Trust, 2002 GST Exempt Harvest Trust, DLB Irrevocable Telecom Trust u/a/d/ 1/3/05, The Irrevocable BBHT II IDGT and Messrs. Taslitz and Becker have made separate Form 3 filings; provided, that, for purposes of Footnotes 7 and 8 above, each of such persons should be considered a Reporting Person. Exhibit List: Exhibit 24 - Power of Attorney /s/ M. Avi Epstein, attorney-in-fact for R. Christopher Hoehn-Saric 2017-01-31 EX-24.1 2 ex-24d1.htm EX-24.1

Exhibit 24.1

 

POWER OF ATTORNEY

 

Know all by these presents, that the undersigned hereby constitutes and appoints each of M. Avi Epstein and Steven M. Taslitz, acting together or separately, as the undersigned’s true and lawful attorney-in-fact to:

 

(1)                                 prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the United States Securities and Exchange Commission (the “SEC”) a Form ID, any amendments thereto, and any other documents necessary to obtain or update codes, passwords and passphrases enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) or Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any rule or regulation of the SEC thereunder;

 

(2)                                 execute for and on behalf of the undersigned (i) Forms 3, 4 and 5 (and all amendments thereto) in accordance with Section 16(a) of the Exchange Act, and the rules thereunder, and (ii) reports on Schedule 13G and Schedule 13D (and all amendments thereto) in accordance with Section 13(d) of the Exchange Act and the rules thereunder, in each case with respect to the beneficial ownership of, and transactions in, securities of Laureate Education, Inc. by the undersigned;

 

(3)                                 do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 or Schedule 13G or Schedule 13D, complete and execute any amendment or amendments thereto, and file the same with the SEC and any stock exchange or similar authority; and

 

(4)                                 take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority (including as authorized signatory for the undersigned) to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned’s responsibilities to comply with Section 13(d) or Section 16 of the Exchange Act or any rule or regulation thereunder.

 

This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

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IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 26th day of January, 2017.

 

 

 

/s/ R. Christopher Hoehn-Saric

 

R. Christopher Hoehn-Saric

 

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