0001104659-20-000527.txt : 20200102
0001104659-20-000527.hdr.sgml : 20200102
20200102213347
ACCESSION NUMBER: 0001104659-20-000527
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20191230
FILED AS OF DATE: 20200102
DATE AS OF CHANGE: 20200102
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Taslitz Steven
CENTRAL INDEX KEY: 0001407214
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38002
FILM NUMBER: 20503158
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
2019-12-30
0
0000912766
LAUREATE EDUCATION, INC.
LAUR
0001407214
Taslitz Steven
C/O STERLING PARTNERS
401 N. MICHIGAN AVE., SUITE 3300
CHICAGO
IL
60611
1
0
1
0
Class A Common Stock
2019-12-30
4
M
0
673278
A
686046
I
See footnotes.
Class A Common Stock
2019-12-30
4
S
0
673278
17.37
D
12768
I
See footnotes.
Class A Common Stock
2019-12-31
4
M
0
19996
A
32764
I
See footnotes.
Employee Stock Option (Right to Buy)
17
2019-12-30
4
M
0
673278
0
D
2017-02-06
2019-12-31
Class B Common Stock
673278
19996
I
See footnotes.
Class B Common Stock
2019-12-30
4
M
0
673278
0
A
2019-12-30
Class A Common Stock
673278
673278
I
See footnotes.
Class B Common Stock
2019-12-30
4
M
0
673278
0
D
2019-12-30
Class A Common Stock
673278
673278
I
See footnotes.
Employee Stock Option (Right to Buy)
17
2019-12-31
4
M
0
19996
0
D
2017-02-06
2019-12-31
Class B Common Stock
19996
0
I
See footnotes.
Class B Common Stock
2019-12-31
4
M
0
19996
0
A
2019-12-31
Class A Common Stock
19996
19996
I
See footnotes.
Class B Common Stock
2019-12-31
4
M
0
19996
0
D
2019-12-31
Class A Common Stock
19996
19996
I
See footnotes.
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. Becker 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 30, 2019 at prices ranging from $17.195 to $17.805, 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.
In addition to the transactions reported on this Form 4, an option issued to Mr. Becker exercisable for 1,386,549 shares at an exercise price of $21.32 expired on December 31, 2019.
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.
/s/ M. Avi Epstein, attorney-in-fact for Steven M. Taslitz
2020-01-02