0001104659-19-050306.txt : 20190916 0001104659-19-050306.hdr.sgml : 20190916 20190916200209 ACCESSION NUMBER: 0001104659-19-050306 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190912 FILED AS OF DATE: 20190916 DATE AS OF CHANGE: 20190916 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: 191095821 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 2019-09-12 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 2019-09-12 4 C 0 406947 A 406947 I By Wengen Alberta, Limited Partnership Class A Common Stock 2019-09-12 4 S 0 406947 16.72 D 0 I By Wengen Alberta, Limited Partnership Class A Common Stock 2019-09-12 4 C 0 997654 A 997654 I By Wengen Alberta, Limited Partnership Class A Common Stock 2019-09-12 4 S 0 997654 16.72 D 0 I By Wengen Alberta, Limited Partnership Class B Common Stock 2019-09-12 4 C 0 406947 0.00 D Class A Common Stock 406947 911707 I By Wengen Alberta, Limited Partnership Class B Common Stock 2019-09-12 4 C 0 997654 0.00 D Class A Common Stock 997654 2235103 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 406,947 shares of Class B common stock converted automatically into 406,947 shares of Class A common stock upon transfer to the underwriter in connection with the public offering. An aggregate of 997,654 shares of Class B common stock converted automatically into 997,654 shares of Class A common stock upon transfer to the underwriter in connection with the public offering. Represents shares 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. Represents shares 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 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, the Reporting Person and R. Christopher Hoehn-Saric 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. Represents shares 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 general partner of SCP III LP, and Sterling Capital Partners III, LLC ("SCP III LLC," and, collectively with SCP III LP and SC Partners III, the "Reporting Persons") is the general partner of SC Partners III. Douglas L. Becker, Steven M. Taslitz and R. Christopher Hoehn-Saric are the managers of SCP III 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 2019-09-16