0001104659-21-044126.txt : 20210330
0001104659-21-044126.hdr.sgml : 20210330
20210330191529
ACCESSION NUMBER: 0001104659-21-044126
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210326
FILED AS OF DATE: 20210330
DATE AS OF CHANGE: 20210330
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Wengen Alberta, LP
CENTRAL INDEX KEY: 0001399590
STATE OF INCORPORATION: A0
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38002
FILM NUMBER: 21789053
BUSINESS ADDRESS:
STREET 1: C/O LAUREATE EDUCATION, INC.
STREET 2: 650 SOUTH EXETER STREET
CITY: BALTIMORE
STATE: MD
ZIP: 21202
BUSINESS PHONE: 212-750-8300
MAIL ADDRESS:
STREET 1: C/O LAUREATE EDUCATION, INC.
STREET 2: 650 SOUTH EXETER STREET
CITY: BALTIMORE
STATE: MD
ZIP: 21202
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Wengen Investments LTD
CENTRAL INDEX KEY: 0001406898
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38002
FILM NUMBER: 21789052
BUSINESS ADDRESS:
STREET 1: C/O KKR
STREET 2: 9 WEST 57TH STREET SUITE 4200
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 212-230-9742
MAIL ADDRESS:
STREET 1: C/O KKR
STREET 2: 9 WEST 57TH STREET SUITE 4200
CITY: NEW YORK
STATE: NY
ZIP: 10019
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
tm2111422-1_4seq1.xml
OWNERSHIP DOCUMENT
X0306
4
2021-03-26
0
0000912766
LAUREATE EDUCATION, INC.
LAUR
0001399590
Wengen Alberta, LP
C/O LAUREATE EDUCATION, INC.,
650 SOUTH EXETER STREET
BALTIMORE
MD
21202
0
0
1
0
0001406898
Wengen Investments LTD
C/O LAUREATE EDUCATION, INC.,
650 SOUTH EXETER STREET
BALTIMORE
MD
21202
0
0
1
0
Class A Common Stock
2021-03-26
4
C
0
17229423
A
17229423
D
Class A Common Stock
2021-03-26
4
J
0
17229423
D
0
D
Class B Common Stock
2021-03-26
4
C
0
17229423
0.00
D
Class A Common Stock
17229423
68917693
D
Represents the number of shares that were acquired upon conversion of Class B Common Stock ("Class B Common Stock") of Laureate Education, Inc. (the "Issuer") to Class A Common Stock of the Issuer ("Class A Common Stock").
Upon distribution of shares of Class B common stock ("Class B Common Stock") of Laureate Education, Inc. (the "Issuer") by Wengen Alberta, Limited Partnership ("Wengen") to its investors pro rata based on their respective ownership interest in Wengen, such shares of Class B Common Stock automatically converted into shares of Class A common stock of the Issuer ("Class A Common Stock") on a one-for-one basis (the "Distribution").
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 17,229,423 shares of Class B Common Stock converted automatically into 17,229,423 shares of Class A Common Stock in the Distribution.
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, Sterling Fund Management, LLC and Snow Phipps Group, LLC (collectively, the "Wengen Investors"), have interests in the Issuer through Wengen. Each of the Wengen GP and the holders of interests in Wengen (including the Wengen Investors) disclaims beneficial ownership of the securities held by Wengen except to the extent of its pecuniary interest therein.
WENGEN ALBERTA, LIMITED PARTNERSHIP By: Wengen Investments Limited, its general partner By: /s/ Steven M. Taslitz Name: Steven M. Taslitz Title: Director
2021-03-30
WENGEN INVESTMENTS LIMITED By: /s/ Steven M. Taslitz Name: Steven M. Taslitz Title: Director
2021-03-30