0001104659-19-036446.txt : 20190619
0001104659-19-036446.hdr.sgml : 20190619
20190619192528
ACCESSION NUMBER: 0001104659-19-036446
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190617
FILED AS OF DATE: 20190619
DATE AS OF CHANGE: 20190619
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: HOEHN SARIC RULDOLF CHRISTOPHER
CENTRAL INDEX KEY: 0001011193
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38002
FILM NUMBER: 19907202
MAIL ADDRESS:
STREET 1: C/O STERLING PARTNERS
STREET 2: 401 NORTH MICHIGAN AVENUE, SUITE 3300
CITY: CHICAGO
STATE: IL
ZIP: 60611
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
2019-06-17
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
Class A Common Stock
2019-06-17
4
C
0
701819
A
701819
I
By Wengen Alberta, Limited Partnership
Class A Common Stock
2019-06-17
4
S
0
701819
15.3032
D
0
I
By Wengen Alberta, Limited Partnership
Class B Common Stock
2019-06-17
4
C
0
701819
0.00
D
Class A Common Stock
701819
1318654
I
By Wengen Alberta, Limited Partnership
Represents the number of shares that were acquired upon conversion of Class B Common Stock to Class A Common Stock.
The shares of Class A Common Stock were sold in an underwritten public offering in which Wengen Alberta, Limited Partnership ("Wengen") was the sole selling stockholder.
Each share of Class B Common Stock of Laureate Education, Inc. (the "Issuer") 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 701,819 shares of Class B common stock converted automatically into 701,819 shares of Class A common stock upon transfer to the underwriter in connection with the public offering.
Shares of Class B Common Stock are held directly by 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., CPV Partners, LLC, StepStone Group LP, Sterling Fund Management, LLC and Snow Phipps Group, LLC (collectively, the "Wengen Investors"), have interests in the Issuer through Wengen. Affiliates of the Reporting Person and the other Wengen Investors have designated representatives who serve as members of the board of directors of Wengen GP.
Sterling Capital Partners II, L.P. ("SCP II LP") may be deemed to indirectly beneficially own these shares of Class B Common Stock in the Issuer by virtue of its limited partnership interest in Wengen. SC Partners II, L.P. ("SC Partners II") is the general partner of SCP II LP, and Sterling Capital Partners II, LLC ("SCP II LLC") is the general partner of SC Partners II. Douglas L. Becker, Steven M. Taslitz and the Reporting Person are the managers of SCP II LLC, but, as memorialized in a memorandum of understanding, Mr. Becker does not share voting or investment power over these shares.
The shares of Class B Common Stock shown as beneficially owned in this report do not include other shares beneficially owned directly or indirectly, through Wengen or otherwise, by the Reporting Person.
The Reporting Person disclaims beneficial ownership of these securities except to the extent of the Reporting Person's 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.
/s/ Avi Epstein, Attorney-in-Fact for R. Christopher Hoehn-Saric
2019-06-19