0001104659-19-076250.txt : 20191226 0001104659-19-076250.hdr.sgml : 20191226 20191226204914 ACCESSION NUMBER: 0001104659-19-076250 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191220 FILED AS OF DATE: 20191226 DATE AS OF CHANGE: 20191226 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BECKER DOUGLAS L CENTRAL INDEX KEY: 0001072473 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38002 FILM NUMBER: 191311622 MAIL ADDRESS: STREET 1: C/O 650 DUNDEE ROAD STREET 2: SUITE 370 CITY: NORTHBROOK STATE: IL ZIP: 60062 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 2019-12-20 0 0000912766 LAUREATE EDUCATION, INC. LAUR 0001072473 BECKER DOUGLAS L C/O STERLING PARTNERS 650 S. EXETER STREET, #1100 BALTIMORE MD 21202 1 0 1 0 Class A Common Stock 2019-12-20 4 M 0 415261 A 415261 D Class A Common Stock 2019-12-20 4 S 0 415261 17.55 D 0 D Class A Common Stock 2019-12-23 4 M 0 38045 A 38045 D Class A Common Stock 2019-12-23 4 S 0 38045 17.7303 D 0 D Class A Common Stock 2019-12-24 4 M 0 12768 A 12768 D Employee Stock Option (Right to Buy) 17 2019-12-20 4 M 0 415261 0 D 2017-02-06 2019-12-31 Class B Common Stock 415261 744087 D Class B Common Stock 2019-12-20 4 M 0 415261 0 A 2019-12-20 Class A Common Stock 415261 415261 D Class B Common Stock 2019-12-20 4 M 0 415261 0 D 2019-12-20 Class A Common Stock 415261 415261 D Employee Stock Option (Right to Buy) 17 2019-12-23 4 M 0 38045 0 D 2017-02-06 2019-12-31 Class B Common Stock 38045 706042 D Class B Common Stock 2019-12-23 4 M 0 38045 0 A 2019-12-23 Class A Common Stock 38045 38045 D Class B Common Stock 2019-12-23 4 M 0 38045 0 D 2019-12-23 Class A Common Stock 38045 38045 D Employee Stock Option (Right to Buy) 17 2019-12-24 4 M 0 12768 0 D 2017-02-06 2019-12-31 Class B Common Stock 12768 693274 D Class B Common Stock 2019-12-24 4 M 0 12768 0 A 2019-12-24 Class A Common Stock 12768 12768 D Class B Common Stock 2019-12-24 4 M 0 12768 0 D 2019-12-24 Class A Common Stock 12768 12768 D Represents the number of shares that were acquired upon conversion of Class B Common Stock ("Class B Common Stock") of Laureate Education, Inc. ("Laureate") to Class A Common Stock of Laureate ("Class A Common Stock"). 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 Laureate's Amended and Restated Certificate of Incorporation. Pursuant to an agreement (the "Founders' Agreement") among Douglas L. 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 Laureate. Each Sterling Founder controls the voting and disposition of the securities allocable to such Sterling Founder. In light of the Founders' Agreement, each of Messrs. Taslitz and Hoehn-Saric may be deemed to indirectly beneficially own a portion of the options, the shares of Class B Common Stock of Laureate issued upon exercise thereof (as well as the shares of Class A Common Stock issued upon conversion thereof) and has made a separate Form 4 filing with respect thereto. The sales reported on this Form 4 were effected for purposes of funding the payment of the exercise price, and satisfaction of tax withholding obligations, in connection with the exercise of options expiring on December 31, 2019, pursuant to a Rule 10b5-1 trading plan adopted by Mr. Becker on September 13, 2019. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions on December 20, 2019 at prices ranging from $17.50 to $17.68, inclusive. The reporting person undertakes to provide to Laureate, any security holder of Laureate or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions on December 23, 2019 at prices ranging from $17.50 to $17.83, inclusive. The reporting person undertakes to provide to Laureate, any security holder of Laureate or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. Represents an option to purchase shares of Class B Common Stock issued to Mr. Becker. 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. Represents the number of shares of Class B Common Stock that were acquired upon the exercise of an option to purchase shares of Class B Common Stock issued to Mr. Becker. The reporting person disclaims beneficial ownership of the securities reported herein, except to the extent of the reporting person's pecuniary interest therein. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership by the reporting person of any securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise. The Reporting Person may be deemed to be a director by deputization for purposes of Section 16 under the Securities Exchange Act of 1934, as amended, by virtue of the fact that Mr. Taslitz currently serves on the board of directors of Laureate. /s/ M. Avi Epstein, attorney-in-fact for Douglas L. Becker 2019-12-26