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