0001104659-17-013493.txt : 20170302 0001104659-17-013493.hdr.sgml : 20170302 20170302161613 ACCESSION NUMBER: 0001104659-17-013493 CONFORMED SUBMISSION TYPE: 3/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170131 FILED AS OF DATE: 20170302 DATE AS OF CHANGE: 20170302 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38002 FILM NUMBER: 17658980 MAIL ADDRESS: STREET 1: C/O STERLING PARTNERS STREET 2: 401 NORTH MICHIGAN AVENUE, SUITE 3300 CITY: CHICAGO STATE: IL ZIP: 60611 3/A 1 a3a.xml 3/A X0206 3/A 2017-01-31 2017-03-02 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 68427 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 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. Mr. 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 served as a designated representative of the Reporting Person on the board of directors of the Issuer. Mr. Miller's service as such terminated upon the consummation of the initial public offering of Class A Common Stock of the Issuer on February 6, 2017. 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 ("Sterling Laureate") may be deemed to indirectly beneficially own by virtue of its limited partnership interests in Wengen. SP-L Management III, LLC ("SP-L Management III") is the general partner Sterling Laureate, and SP-L Parent, LLC ("SP-L Parent") is the general partner of SP-L Management III. Messrs. Becker, Taslitz and Hoehn-Saric are the managers of SP-L Parent, but, as memorialized in a memorandum of understanding, Mr. Becker does not share voting or investment power over these shares. Represents shares of Class B Common Stock in the Issuer that Sterling Laureate Executives Fund, LP ("Sterling Executives Fund") may be deemed to indirectly beneficially own by virtue of its limited partnership interests in Wengen. SP-L Management IV, LLC ("SP-L Management IV") is the general partner of Sterling Executives Fund, and SP-L Parent is the general partner of SP-L Management IV. Messrs. Becker, Taslitz and Hoehn-Saric are the managers of SP-L Parent, but, as memorialized in a memorandum of understanding, Mr. Becker does not share voting or investment power over these shares. Represents shares of Class B Common Stock in the Issuer that Sterling Laureate Rollover, LP ("Sterling Rollover") may be deemed to indirectly beneficially own by virtue of its limited partnership interests in Wengen. SP-L Management V, LLC ("SP-L Management V") is the general partner of Sterling Rollover, and SP-L Parent is the general partner of SP-L Management V. Messrs. Becker, Taslitz and Hoehn-Saric are the managers of SP-L Parent, but, as memorialized in a memorandum of understanding, Mr. Becker does not share voting or investment power over these shares. 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. ("SC Partners II") 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. Messrs. Becker, Taslitz and Hoehn-Saric are the managers of SP II LLC, but, as memorialized in a memorandum of understanding, Mr. Becker does not share voting or investment power over these shares. 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. ("SC Partners III") 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. Messrs. Becker, Taslitz and Hoehn-Saric are the managers of SP III LLC, but, as memorialized in a memorandum of understanding, Mr. Becker does not share voting or investment power over these shares. 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. Exhibit List: Exhibit 99 /s/ M. Avi Epstein, attorney-in-fact for R. Christopher Hoehn-Saric 2017-03-02 EX-99 2 ex-99.htm EX-99

Exhibit 99

 

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, 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.

 

This amendment is being filed to amend the Form 3 filed by the Reporting Person on January 31, 2017 (the “Original Form”) to:

 

·                              remove a prior incorrect reference in footnote 8 to Mr. Becker serving as a designated representative of the Reporting Person on the board of directors of the Issuer, as he is not deemed to be a designee of the Reporting Person;

 

·                              revise footnotes 11, 12, 13, 15 and 16, which relate to shares of Class B Common Stock of the Issuer (the “Companies’ Laureate Shares”) reported in Table II that Sterling Laureate, SP-L Management III, Sterling Executives Fund, SP-L Management IV, Sterling Rollover, SP-L Management V, SP-L Parent, SCP II LP, SC Partners II, SCP II LLC, SCP III LP (together with Sterling Laureate, Sterling Executives Fund, Sterling Rollover and SCP II LP, the “Specified Sterling Investors”), SC Partners III and SCP III LLC may be deemed to indirectly beneficially own by virtue of limited partnership interests in Wengen held by each of the Specified Sterling Investors, because, as memorialized in a memorandum of understanding, Mr. Becker does not share voting or investment power over the Companies’ Laureate Shares; and

 

·                              remove the shares previously reported in Table II that represent shares of Class B Common Stock of the Issuer that certain investment vehicles may be deemed to indirectly beneficially own by virtue of their limited partnership interests in Wengen (the “Co-Investor Vehicle Laureate Shares”) and the corresponding footnote 14 in the Original Form, because Mr. Hoehn-Saric does not have voting or dispositive power over the Co-Investor Vehicle Laureate Shares.