0001104659-18-069753.txt : 20181123 0001104659-18-069753.hdr.sgml : 20181123 20181123193510 ACCESSION NUMBER: 0001104659-18-069753 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181120 FILED AS OF DATE: 20181123 DATE AS OF CHANGE: 20181123 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bregal Europe Co-Investment Limited Partnership CENTRAL INDEX KEY: 0001695722 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38002 FILM NUMBER: 181199857 BUSINESS ADDRESS: STREET 1: QUARTERMILE ONE, 15 LAURISTON PLACE CITY: EDINBURGH STATE: X0 ZIP: EH3 9EP BUSINESS PHONE: 44-1534-754-500 MAIL ADDRESS: STREET 1: QUARTERMILE ONE, 15 LAURISTON PLACE CITY: EDINBURGH STATE: X0 ZIP: EH3 9EP REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bregal General Partner Jersey Ltd CENTRAL INDEX KEY: 0001695721 STATE OF INCORPORATION: Y9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38002 FILM NUMBER: 181199858 BUSINESS ADDRESS: STREET 1: 2ND FLOOR, WINDWARD HOUSE STREET 2: LA ROUTE DE LA LIBERATION CITY: ST. HELIER STATE: Y9 ZIP: JE2 3BQ BUSINESS PHONE: 44-1534-754-500 MAIL ADDRESS: STREET 1: 2ND FLOOR, WINDWARD HOUSE STREET 2: LA ROUTE DE LA LIBERATION CITY: ST. HELIER STATE: Y9 ZIP: JE2 3BQ 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 4 1 a4.xml 4 X0306 4 2018-11-20 0 0000912766 LAUREATE EDUCATION, INC. LAUR 0001695722 Bregal Europe Co-Investment Limited Partnership QUARTERMILE ONE, 15 LAURISTON PLACE EDINBURGH X0 EH3 9EP UNITED KINGDOM 0 0 1 0 0001695721 Bregal General Partner Jersey Ltd QUARTERMILE ONE, 15 LAURISTON PLACE EDINBURGH X0 EH3 9EP UNITED KINGDOM 0 0 1 0 Class A Common Stock 2018-11-20 4 C 0 11095406 0.00 A 11095406 I By Wengen Alberta, Limited Partnership Class A Common Stock 2018-11-20 4 S 0 11095406 13.44 D 0 I By Wengen Alberta, Limited Partnership Class A Common Stock 11773 D Class B Common Stock 2018-11-20 4 C 0 11095406 0.00 D Class A Common Stock 11095406 820004 I By Wengen Alberta, Limited Partnership Represents the number of shares that were acquired upon the conversion of Class B common stock of Laureate Education, Inc. (the "Issuer") to Class A common stock of the Issuer. Shares of Class A common stock were 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, 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. The shares of Class A Common Stock were sold in an underwritten public offering in which Wengen was the sole selling stockholder. Represents shares of Class A Common Stock of the Issuer owned directly by Bregal Investments, Inc. Each share of Class B Common Stock is convertible into one share of 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. An aggregate of 11,095,406 shares of Class B common stock was converted automatically into 11,095,406 shares of Class A common stock upon transfer to the underwriters in connection with the public offering. Shares of Class B common stock are held directly by Wengen. Bregal Europe Co-Investment Limited Partnership may be deemed to indirectly beneficially own these shares of Class B common stock by virtue of the limited partnership interests it holds in Wengen and its ability to direct Wengen with respect to certain voting and disposition of these shares. The General Partner of Bregal Europe Co-Investment Limited Partnership is Bregal General Partner Jersey Limited. The reporting persons are Bregal Europe Co-Investment Limited Partnership and Bregal General Partner Jersey Limited. Each of the reporting persons disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. BREGAL EUROPE CO-INVESTMENT LIMITED PARTNERSHIP /s/ Michelle Riley, Attorney-in-Fact 2018-11-23 BREGAL GENERAL PARTNER JERSEY LIMITED /s/ Michelle Riley, Attorney-in-Fact 2018-11-23