SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D  

[Rule 13d-101]

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 24.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13D-2(a)

(Amendment No. 6)*

Laureate Education, Inc.

(Name of Issuer)

Common Stock, par value $0.004 per share

(Title of Class of Securities)

518613203

(CUSIP Number)

M. Avi Epstein

c/o Sterling Partners

401 N. Michigan Avenue

Suite 3300

Chicago, IL  60611

(312) 465-7000

With a copy to:

Mark D. Wood, Esq.

Katten Muchin Rosenman LLP

525 W. Monroe Street

Chicago, Illinois  60661

(312) 902-5493

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

October 28, 2021

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

SCHEDULE 13D

CUSIP No.   518613203
	1	Name of Reporting Persons Sterling Fund Management, LLC
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds AF, OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 13,889  (1)
			8	Shared Voting Power 0
			9	Sole Dispositive Power 13,889  (1)
			10	Shared Dispositive Power 0
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 13,889  (1)
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o
	13	Percent of Class Represented by Amount in Row (11) 0%  (2)
	14	Type of Reporting Person PN

(1) Represents shares of common stock (“Common Stock”) of Laureate Education, Inc. (the “Issuer”) held directly by Sterling Fund Management, LLC (“SFM”).  Douglas L. Becker, Steven M. Taslitz and R. Christopher Hoehn-Saric are the managers of SFM.

(2) Based on shares of Class A Common Stock and Class B Common Stock outstanding as of September 30, 2021 prior to the Distribution Upon Redemption (as defined below), as set forth in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 4, 2021, of which each subsequently automatically converted into one share of Common Stock on October 29, 2021. (See Items 4 and 5.)

2

SCHEDULE 13D

CUSIP No.   518613203
	1	Name of Reporting Persons Sterling Capital Partners II, L.P.
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds AF, OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 911,707  (3)
			8	Shared Voting Power 0
			9	Sole Dispositive Power 911,707  (3)
			10	Shared Dispositive Power 0
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 911,707  (3)
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o
	13	Percent of Class Represented by Amount in Row (11) 0.5%  (2)
	14	Type of Reporting Person PN

(3) Consists of shares of Common Stock held directly by Sterling Capital Partners II, L.P. (“SCP II LP”). SC Partners II, L.P. (“SC Partners II”) is the sole general partner of SCP II LP, and Sterling Capital Partners II, LLC (“SCP II LLC”) is the sole general partner of SC Partners II.   Messrs. Becker, Taslitz and Hoehn-Saric are the managers of SCP II LLC, but Mr. Becker has irrevocably relinquished any voting or dispositive power he would otherwise have over these shares as a manager of SCP II LP. (See Item 6.)

3

SCHEDULE 13D

CUSIP No.   518613203
	1	Name of Reporting Persons SC Partners II, L.P.
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds AF, OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 911,707  (3)
			8	Shared Voting Power 0
			9	Sole Dispositive Power 911,707  (3)
			10	Shared Dispositive Power 0
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 911,707  (3)
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o
	13	Percent of Class Represented by Amount in Row (11) 0.5%  (2)
	14	Type of Reporting Person PN

4

SCHEDULE 13D

CUSIP No.   518613203
	1	Name of Reporting Persons Sterling Capital Partners II, LLC
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds AF, OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 911,707  (3)
			8	Shared Voting Power 0
			9	Sole Dispositive Power 911,707  (3)
			10	Shared Dispositive Power 0
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 911,707  (3)
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o
	13	Percent of Class Represented by Amount in Row (11) 0.5%  (2)
	14	Type of Reporting Person PN

5

SCHEDULE 13D

CUSIP No.   518613203
	1	Name of Reporting Persons Sterling Capital Partners III, L.P.
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds AF, OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 2,235,103  (4)
			8	Shared Voting Power 0
			9	Sole Dispositive Power 2,235,103  (4)
			10	Shared Dispositive Power 0
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,235,103  (4)
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o
	13	Percent of Class Represented by Amount in Row (11) 1.2%  (2)
	14	Type of Reporting Person PN

(4) Consists of shares of Common Stock held directly by Sterling Capital Partners III, L.P. (“SCP III LP”). SC Partners III, L.P. (“SC Partners III”) is the sole general partner of SCP III LP, and Sterling Capital Partners III, LLC (“SCP III LLC”) is the sole general partner of SC Partners III.  Messrs. Becker, Taslitz and Hoehn-Saric are the managers of SCP III LLC, but Mr. Becker has irrevocably relinquished any voting or dispositive power he would otherwise have over these shares as a manager of SCP III LLC. (See Item 6.)

6

SCHEDULE 13D

CUSIP No.   518613203
	1	Name of Reporting Persons SC Partners III, L.P.
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds AF, OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 2,235,103  (4)
			8	Shared Voting Power 0
			9	Sole Dispositive Power 2,235,103  (4)
			10	Shared Dispositive Power 0
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,235,103  (4)
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o
	13	Percent of Class Represented by Amount in Row (11) 1.2%  (2)
	14	Type of Reporting Person PN

7

SCHEDULE 13D

CUSIP No.   518613203
	1	Name of Reporting Persons Sterling Capital Partners III, LLC
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds AF, OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 2,235,103  (4)
			8	Shared Voting Power 0
			9	Sole Dispositive Power 2,235,103  (4)
			10	Shared Dispositive Power 0
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,235,103  (4)
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o
	13	Percent of Class Represented by Amount in Row (11) 1.2%  (2)
	14	Type of Reporting Person PN

8

SCHEDULE 13D

CUSIP No.   518613203
	1	Name of Reporting Persons SP-L Affiliate, LLC
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds AF, OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 2,202,188  (5)
			8	Shared Voting Power 0
			9	Sole Dispositive Power 2,202,188  (5)
			10	Shared Dispositive Power 0
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,202,188  (5)
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o
	13	Percent of Class Represented by Amount in Row (11) 1.2%  (2)
	14	Type of Reporting Person PN

(5) Consists of shares of Common Stock held directly by SP-L Affiliate, LLC (“SP-L Affiliate”). Messrs. Becker, Taslitz and Hoehn-Saric are the managers of SP-L Affiliate. 

9

SCHEDULE 13D

CUSIP No.   518613203
	1	Name of Reporting Persons Sterling Laureate, LP
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds AF, OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0
			8	Shared Voting Power 1,295,402  (6)
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 1,295,402  (6)
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,295,402  (6)
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o
	13	Percent of Class Represented by Amount in Row (11) 0.7%  (2)
	14	Type of Reporting Person PN

(6) Consists of (i) 331,649 shares of Common Stock attributable to the pro rata ownership interest of Sterling Laureate, LP (“Sterling Laureate”) in Wengen and (ii) 963,753 shares of Common Stock held directly by Sterling Laureate.  SP-L Management III, LLC (“SP-L Management III”) is the general partner of Sterling Laureate, and SP-L Parent, LLC (“SP-L Parent”) is the general partner of SP-L Management III.  Messrs. Becker, Taslitz and Hoehn-Saric are the managers of SP-L Parent, but Mr. Becker has irrevocably relinquished any voting or dispositive power he would otherwise have over these shares as a manager of SP-L Parent. (See Items 4 and 6.) 

10

SCHEDULE 13D

CUSIP No.   518613203
	1	Name of Reporting Persons SP-L Management III, LLC
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds AF, OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0
			8	Shared Voting Power 1,295,402  (6)
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 1,295,402  (6)
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,295,402  (6)
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o
	13	Percent of Class Represented by Amount in Row (11) 0.7%  (2)
	14	Type of Reporting Person PN

11

SCHEDULE 13D

CUSIP No.   518613203
	1	Name of Reporting Persons Sterling Laureate Executives Fund, LP
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds AF, OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 523,026  (7)
			8	Shared Voting Power 0
			9	Sole Dispositive Power 523,026  (7)
			10	Shared Dispositive Power 0
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 523,026  (7)
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o
	13	Percent of Class Represented by Amount in Row (11) 0.3%  (2)
	14	Type of Reporting Person PN

(7) Consists of shares of Common Stock held directly by Sterling Laureate Executives Fund, LP (“Sterling Executives Fund”). SP-L Management IV, LLC (“SP-L Management IV”) is the general partner of Sterling Executives Fund, and SP-L Parent is the general partner of SP-L Management IV.  Messrs. Becker, Taslitz and Hoehn-Saric are the managers of SP-L Parent, but Mr. Becker has irrevocably relinquished any voting or dispositive power he would otherwise have over these shares as a manager of SP-L Parent. (See Items 4 and 6.) 

12

SCHEDULE 13D

CUSIP No.   518613203
	1	Name of Reporting Persons SP-L Management IV, LLC
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds AF, OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 523,026  (7)
			8	Shared Voting Power 0
			9	Sole Dispositive Power 523,026  (7)
			10	Shared Dispositive Power 0
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 523,026  (7)
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o
	13	Percent of Class Represented by Amount in Row (11) 0.3%  (2)
	14	Type of Reporting Person PN

13

SCHEDULE 13D

CUSIP No.   518613203
	1	Name of Reporting Persons Sterling Laureate Rollover, LP
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds AF, OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 255,621  (8)
			8	Shared Voting Power 0
			9	Sole Dispositive Power 255,621  (8)
			10	Shared Dispositive Power 0
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 255,621  (8)
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o
	13	Percent of Class Represented by Amount in Row (11) 0.1%  (2)
	14	Type of Reporting Person PN

(8) Consists of shares of Common Stock held directly by Sterling Laureate Rollover, LP (“Sterling Rollover”). SP-L Management V, LLC (“SP-L Management V”) is the general partner of Sterling Rollover, and SP-L Parent is the general partner of SP-L Management V.  Messrs. Becker, Taslitz and Hoehn-Saric are the managers of SP-L Parent, but Mr. Becker has irrevocably relinquished any voting or dispositive power he would otherwise have over these shares as a manager of SP-L Parent. (See Item 6.) 

14

SCHEDULE 13D

CUSIP No.   518613203
	1	Name of Reporting Persons SP-L Management V, LLC
	2	Check the Appropriate Box if a Member of a Group
		(a)			¨
		(b)			x
	3	SEC Use Only
	4	Source of Funds AF, OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ¨
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 255,621  (8)
			8	Shared Voting Power 0
			9	Sole Dispositive Power 255,621  (8)
			10	Shared Dispositive Power 0
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 255,621  (8)
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o
	13	Percent of Class Represented by Amount in Row (11) 0.1%  (2)
	14	Type of Reporting Person PN

15

SCHEDULE 13D

CUSIP No.   518613203
	1	Name of Reporting Persons SP-L Parent, LLC
	2	Check the Appropriate Box if a Member of a Group
		(a)			¨
		(b)			x
	3	SEC Use Only
	4	Source of Funds AF, OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 778,647  (7)(8)
			8	Shared Voting Power 1,295,402  (6)
			9	Sole Dispositive Power 778,647  (7)(8)
			10	Shared Dispositive Power 1,295,402  (6)
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,074,049 (6)(7)(8)
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o
	13	Percent of Class Represented by Amount in Row (11) 1.1%  (2)
	14	Type of Reporting Person PN

16

SCHEDULE 13D

CUSIP No.   518613203
	1	Name of Reporting Persons Douglas L. Becker
	2	Check the Appropriate Box if a Member of a Group
		(a)			¨
		(b)			x
	3	SEC Use Only
	4	Source of Funds AF, OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0
			8	Shared Voting Power 2,506,217  (1)(5)(9)(10)
			9	Sole Dispositive Power 290,140  (9)(10)
			10	Shared Dispositive Power 2,216,077  (1)(5)
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,506,217  (1)(5)(9)(10)
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o
	13	Percent of Class Represented by Amount in Row (11) 1.4%  (2)
	14	Type of Reporting Person IN

(9) Includes Mr. Becker’s allocable share of certain equity securities of the Issuer that are subject to the Founders’ Agreement (see Item 5) and a Management Stockholder’s Agreement (see Item 6), including: (i) 240,664 shares of Common Stock issuable upon the exercise of vested options issued to Mr. Becker and (ii) 36,206 shares of Common Stock issued to Mr. Becker pursuant to Performance Share Units (“PSUs”) under the Issuer’s 2013 Long-Term Incentive Plan.

(10) Includes Mr. Becker’s allocable share of certain equity securities of the Issuer that are subject to the Founders’ Agreement (see Item 5), including (i) 275 shares of Common Stock held directly by Mr. Becker and (ii) 264 shares of Common Stock held directly by Mr. Taslitz. 

17

SCHEDULE 13D

CUSIP No.   518613203
	1	Name of Reporting Persons The Irrevocable BBHT II IDGT
	2	Check the Appropriate Box if a Member of a Group
		(a)			¨
		(b)			x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6	Citizenship or Place of Organization Florida
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 1,104  (11)
			8	Shared Voting Power 0
			9	Sole Dispositive Power 1,104  (11)
			10	Shared Dispositive Power 0
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,104  (11)
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o
	13	Percent of Class Represented by Amount in Row (11) 0%  (2)
	14	Type of Reporting Person OO

(11) Consists of shares of Common Stock held directly by the Irrevocable BBHT II IDGT (the “BBHT Trust”). Marianne Schmidt Hellauer, the trustee of the BBHT Trust, has voting and dispositive power over the Common Stock held by the BBHT Trust.

18

SCHEDULE 13D

CUSIP No.   518613203
	1	Name of Reporting Persons DLB Irrevocable Telecom Trust u/a/d/ 1/3/05
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6	Citizenship or Place of Organization Florida
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 1,100  (12)
			8	Shared Voting Power 0
			9	Sole Dispositive Power 1,100  (12)
			10	Shared Dispositive Power 0
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,100  (12)
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o
	13	Percent of Class Represented by Amount in Row (11) 0%  (2)
	14	Type of Reporting Person OO

(12) Consists of shares of Common Stock held directly by the DLB Irrevocable Telecom Trust u/a/d/ 1/3/05 (the “DLB Trust”). Ms. Hellauer, the trustee of the DLB Trust, has voting and dispositive power over the Common Stock held by the DLB Trust. 

19

SCHEDULE 13D

CUSIP No.   518613203
	1	Name of Reporting Persons Steven M. Taslitz
	2	Check the Appropriate Box if a Member of a Group
		(a)			¨
		(b)			x
	3	SEC Use Only
	4	Source of Funds AF, OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ¨
	6	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 1,103  (13)
			8	Shared Voting Power 7,727,076  (1)(3)(4)(5)(6)(7)(8)(14)(15)
			9	Sole Dispositive Power 291,243  (13)(14)(15)
			10	Shared Dispositive Power 7,436,936  (1)(3)(4)(5)(6)(7)(8)

11	Aggregate Amount Beneficially Owned by Each Reporting Person 7,728,179  (1)(3)(4)(5)(6)(7)(8)(13)(14)(15)
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   ¨
13	Percent of Class Represented by Amount in Row (11) 4.2%  (2)
14	Type of Reporting Person IN

(13) Consists of shares of Common Stock held directly by KJT 2013 Gift Trust (the “KJT Trust”). Mr. Taslitz is the sole trustee of the KJT Trust, with sole voting and dispositive power over the securities held by the KJT Trust, and, along with his adult children, is a beneficiary of the KJT Trust.

(14) Includes Mr. Taslitz’s allocable share of certain equity securities of the Issuer that are subject to the Founders’ Agreement (see Item 5) and a Management Stockholder’s Agreement (see Item 6), including: (i) 240,664 shares of Common Stock issuable upon the exercise of vested options issued to Mr. Becker and (ii) 36,206 shares of Common Stock issued to Mr. Becker pursuant to PSUs under the Issuer’s 2013 Long-Term Incentive Plan.

(15) Includes Mr. Taslitz’s allocable share of certain equity securities of the Issuer that are subject to the Founders’ Agreement (see Item 5), including (i) 275 shares of Common Stock held directly by Mr. Becker and (ii) 264 shares of Common Stock held directly by Mr. Taslitz.

20

SCHEDULE 13D

CUSIP No.   518613203
	1	Name of Reporting Persons KJT 2013 Gift Trust
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds AF, OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6	Citizenship or Place of Organization Florida
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 1,103  (13)
			8	Shared Voting Power 0
			9	Sole Dispositive Power 1,103  (13)
			10	Shared Dispositive Power 0
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,103  (13)
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o
	13	Percent of Class Represented by Amount in Row (11) 0%  (2)
	14	Type of Reporting Person OO

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SCHEDULE 13D 

CUSIP No.   518613203
	1	Name of Reporting Persons R. Christopher Hoehn-Saric
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds AF, OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 290,138  (16)(17)
			8	Shared Voting Power 7,436,936  (1)(3)(4)(5)(6)(7)(8)
			9	Sole Dispositive Power 290,138  (16)(17)
			10	Shared Dispositive Power 7,436,936  (1)(3)(4)(5)(6)(7)(8)
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 7,727,074  (1)(3)(4)(5)(6)(7)(8)(16)(17)
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o
	13	Percent of Class Represented by Amount in Row (11) 4.2%  (2)
	14	Type of Reporting Person IN

(16) Includes Mr. Hoehn-Saric’s allocable share of certain equity securities of the Issuer that are subject to the Founders’ Agreement (see Item 5), including: (i) 240,663 shares of Common Stock issuable upon the exercise of vested options issued to Mr. Becker and (ii) 36,205 shares of Common Stock issued to Mr. Becker pursuant to PSUs under the Issuer’s 2013 Long-Term Incentive Plan. 

(17) Includes Mr. Hoehn-Saric’s allocable share of certain equity securities of the Issuer that are subject to the Founders’ Agreement (see Item 5), including (i) 275 shares of Common Stock held directly by Mr. Becker and (ii) 264 shares of Common Stock held directly by Mr. Taslitz.

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Explanatory Note

This Amendment No. 6 (“Amendment No. 6”) to Schedule 13D relates to the shares of common stock, par value $0.004 per share (the “Common Stock”), of Laureate Education, Inc., a Delaware public benefit corporation (the “Issuer”), and amends the initial statement on Schedule 13D filed by the Reporting Persons (as defined below) on February 17, 2017, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and Amendment No. 5 to such Schedule 13D filed on April 25, 2018, November 27, 2018, June 26, 2019, September 24, 2019 and March 26, 2021, respectively (as so amended, the “Statement”). Each Item below amends and supplements the information disclosed under the corresponding Item of the Statement. Except as specifically provided herein, this Amendment No. 6 does not modify any of the information previously reported in the Statement. Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in the Statement.

Item 4.  Purpose of Transaction.

Item 4 of the Statement is hereby amended by adding the following:

On October 28, 2021, certain limited partners of Wengen (including the Reporting Persons) elected to have all or a portion of their interests in Wengen Alberta, Limited Partnership (“Wengen”) redeemed and canceled in exchange for delivery by Wengen, immediately following the automatic one-for-one conversion of an aggregate of 48,062,109 shares of Class B Common Stock into shares of Class A Common Stock, to such limited partners of their respective portions of an aggregate of 48,062,109 shares of Class A Common Stock corresponding to the Wengen interests so redeemed (the “Distribution Upon Redemption”). Following the Distribution Upon Redemption, the Reporting Persons (except Sterling Laureate) no longer hold limited partnership interests in Wengen.

In connection therewith, Messrs. Epstein and Taslitz resigned as the representatives of Sterling on the board of directors of Wengen Investments Limited, the general partner of Wengen (“Wengen GP”). Accordingly, the Reporting Persons no longer have a representative serving on the board of directors of Wengen GP and no longer may be deemed to share voting power over any of the shares of the Issuer held by Wengen. As a result, the Reporting Persons have ceased to beneficially own more than five percent of the Issuer’s Common Shares in the aggregate, and will no longer be subject to reporting on Schedule 13D with respect to securities of the Issuer.

Item 5. Interests in Securities of the Issuer.

Item 5(a), (b) and (c) of the Statement is hereby amended and restated as follows:

The information set forth in Items 2, 3 and 6 of this Statement and the cover pages of this Statement is hereby incorporated by reference into this Item 5.

(a) and (b).  The Reporting Persons may be deemed to beneficially own an aggregate of 8,413,411 shares of Common Stock (including 802,211 shares of Common Stock issuable upon the exercise of vested options issued to Mr. Becker), which represent, in the aggregate, approximately 4.6% of the outstanding shares of the Issuer’s Common Stock, calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934 (the “Exchange Act”), as a result of their direct ownership of Common Stock in the Issuer and indirect ownership of Common Stock through limited partnership interests in Wengen. Each of the Reporting Persons may be deemed to beneficially own the number and percentage of shares of the Issuer’s Common Stock disclosed as beneficially owned by it in the applicable table set forth on the cover pages to this Statement.

Because the Issuer’s Class B Common Stock outstanding after giving effect to the Distribution Upon Redemption represented less than 15% of the total outstanding Class A Common Stock and Class B Common Stock, pursuant to the Issuer’s Amended and Restated Certificate of Incorporation, each share of Class A Common Stock and each share of Class B Common Stock automatically converted into one share of Common Stock of the Issuer, effective October 29, 2021. Following the conversion, the Issuer has only one class of Common Stock outstanding, with each share of Common Stock entitled to one vote per share.

In connection with the Distribution Upon Redemption, Wengen, the Wengen GP and the Issuer entered into an amendment to the Wengen Securityholders Agreement as further described in Item 6 below, which amendment was approved by the investors in Wengen in accordance with the Wengen Securityholders Agreement.

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Shares of Common Stock reported in rows 7, 8, 9, 10 and 11 and the percentage of shares of Common Stock reported in row 13 on the cover page of this Statement filed by Mr. Becker do not include 12,490 shares of Common Stock held directly by the 2002 GST Exempt Harvest Trust (the “GST Trust”), a trust for the benefit of certain members of Mr. Becker’s family, because Ms. Hellauer serves as the sole trustee with voting and dispositive power over the securities held thereby. 

Pursuant to an agreement (the “Founders’ Agreement”) among Messrs. Becker, Taslitz and 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 the Issuer, except that such other Sterling Founder only shares in equity securities related to periods prior to January 1, 2017.  Each Sterling Founder controls the voting and disposition of the securities allocable to such Sterling Founder.

Shares of Common Stock reported in rows 7, 8, 9, 10 and 11 and the percentage of shares of Common Stock reported in row 13 on the cover pages of this Statement filed by Messrs. Becker, Taslitz and Hoehn-Saric, respectively, do not include shares of Common Stock held by certain investment vehicles (the “Co-Investor Vehicles”) directly or indirectly through limited partnership interests in Wengen on behalf of persons that are not affiliated with SFM or any of its affiliates (the “Co-Investors”).  Under the Wengen Securityholders Agreement, each Co-Investor Vehicle has the ability to direct Wengen GP with respect to the portion of securities owned by Wengen attributable to such Co-Investor Vehicle’s pro rata ownership interest in Wengen with respect to the matters described in Item 6 (the “Issuer Pass-Through Matters”).  In turn, the organizational documents of each Co-Investor Vehicle provides that each Co-Investor has the ability to direct the relevant Co-Investor Vehicle with respect to such Co-Investor’s allocable share of the Co-Investor Vehicle’s portion of the securities of the Issuer held directly or by Wengen with respect to the Issuer Pass-Through Matters. By virtue of the organizational documents of the Co-Investor Vehicles and general partners of the Co-Investor Vehicles (the “Co-Investor GPs”), SP-L Parent, as the general partner of the Co-Investor GPs of each of the Co-Investor Vehicles (and, ultimately, each of Messrs. Becker, Taslitz and Hoehn-Saric, as the managers of SP-L Parent), is entitled to a profits interest with respect to the shares of Common Stock held directly and attributable to the pro rata ownership interest of the Co-Investor Vehicles in Wengen. 

SP-L Parent is also the general partner of each of SP-L Management III, SP-L Management IV and SP-L Management V, which, in turn, are the general partners of Sterling Laureate, Sterling Executives Fund and Sterling Rollover, respectively.  SP-L Parent may be deemed to indirectly beneficially own shares of Common Stock directly held by Sterling Laureate, Sterling Executives Fund and Sterling Rollover and attributable to the pro rata ownership interests of Sterling Laureate in Wengen (collectively, the “SP-L Management Issuer Shares”). By virtue of the organizational documents of each of Sterling Laureate, Sterling Executives Fund and Sterling Rollover and their respective general partners, SP-L Parent (and, ultimately, each of Messrs. Becker, Taslitz and Hoehn-Saric, as the managers of SP-L Parent) is entitled to a profits interest with respect to the SP-L Management Issuer Shares.  SP-L Parent (and, ultimately, each of Messrs. Taslitz and Hoehn-Saric, as managers of SP-L Parent) has voting and dispositive control over the SP-L Management Issuer Shares held by Sterling Executives Fund and Sterling Rollover. Mr. Becker is also a manager of SP-L Parent, but Mr. Becker has irrevocably relinquished his rights as such a manager with respect to the SP-L Management Issuer Shares. Effective as of August 30, 2019, the organizational document of Sterling Laureate was amended (the “Sterling Laureate Amendment”) to allow each of Sterling Laureate’s investors to direct Sterling Laureate with respect to the disposition of such investor’s allocable share of the SP-L Management Issuer Shares held by Sterling Laureate (the “Sterling Laureate Indirect Issuer Shares”), and, following the Sterling Laureate Amendment, SP-L Parent and, ultimately, each of Messrs. Taslitz and Hoehn-Saric, as managers of SP-L Parent, share dispositive control with the Sterling Laureate investors, and continue to have sole voting control, over the Sterling Laureate Indirect Issuer Shares. (See Item 6.)

Each of SC Partners II (as the general partner of SCP II LP), SCP II, LLC (as the general partner of SC Partners II), SC Partners III (as the general partner of SCP III LP), SCP III, LLC (as the general partner of SC Partners III) and Messrs. Taslitz and Hoehn-Saric (as managers of SCP II LLC and SCP III LLC) may be deemed to be the beneficial owner of the securities held by each of SCP II LP and SCP III LP in Wengen, as described more fully in this Statement.  Mr. Becker is also a manager of SCP II LLC and SCP III LLC, but Mr. Becker has irrevocably relinquished his rights as such a manager with respect to the shares of Common Stock held by SCP II LLC and SCP III LLC. (See Item 6.)

The filing of this Statement shall not be construed as an admission that any of the above-listed entities or individuals is the beneficial owner of any securities covered by this Statement.

To the best knowledge of the Reporting Persons, none of the other persons named in Item 2 beneficially owns any shares of Common Stock. 

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(c) On October 28, 2021, the Reporting Persons received an aggregate of 5,611,158 shares of Class A Common Stock in respect of their previously held interests in Wengen, which were received upon conversion of an equal number of shares of Class B Common Stock by Wengen prior to the receipt of such shares from Wengen, and which subsequently automatically converted into one share of Common Stock of the Issuer on October 29, 2021. Further, the Reporting Persons historically have had a representative on the board of directors of Wengen GP, however, in connection with the Distribution Upon Redemption, Messrs. Epstein and Taslitz resigned as the representatives of Sterling on such board. Accordingly, the Reporting Persons no longer have a representative serving on the board of directors of Wengen GP and no longer may be deemed to share voting power over all of the shares of the Issuer held by Wengen. As a result, the Reporting Persons have ceased to beneficially own more than five percent of the Issuer’s Common Shares in the aggregate, and will no longer be subject to reporting on Schedule 13D with respect to securities of the Issuer. Other than as described in this Item 5(c), none of the Reporting Persons, or, to the best knowledge of the Reporting Persons, any other person named or referred to in Item 2 has engaged in any transaction in any shares of the Issuer’s Common Stock during the past 60 days.

Item 6.            Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Statement is hereby amended and supplemented as follows:

On October 28, 2021, the Issuer entered into Amendment No. 1 (the “Amendment”) to the Wengen Securityholders Agreement, which was approved by the Wengen Investors in accordance with the Wengen Securityholders Agreement. Among other things, the Amendment generally eliminated restrictions on trading of shares of Common Stock acquired by the Reporting Persons in the Distribution Upon Redemption (and the Reporting Persons expect that such shares will be registered for resale to facilitate such trading). In addition, pursuant to the Amendment, irrespective of actual holdings, all existing Issuer director designation rights of Sterling under the Securityholders Agreement will expire on December 31, 2024. Notwithstanding the foregoing, Sterling does not currently exercise and does not intend to exercise any director designation rights it may have under the Wengen Securityholders Agreement.

The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, which is filed as Exhibit FF to this Statement and incorporated by reference herein.

Item 7.            Material to be Filed as Exhibits

Item 7 of the Statement is hereby amended by adding the following exhibit:

FF. Amendment No. 1 to Amended and Restated Securityholders Agreement, dated as of February 6, 2017, among the Issuer, Wengen, Wengen GP and its investors party thereto.

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SIGNATURE

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: November 8, 2021
	DOUGLAS L. BECKER
	By:	/s/ M. Avi Epstein
	Name:	M. Avi Epstein
	Title:	Attorney-in-Fact
	THE IRREVOCABLE BBHT II IDGT
	By:	/s/ M. Avi Epstein
	Name:	M. Avi Epstein
	Title:	Attorney-in-Fact
	DLB IRREVOCABLE TELECOM TRUST U/A/D/ 1/3/05
	By:	/s/ M. Avi Epstein
	Name:	M. Avi Epstein
	Title:	Attorney-in-Fact
	STEVEN M. TASLITZ
	By:	/s/ M. Avi Epstein
	Name:	M. Avi Epstein
	Title:	Attorney-in-Fact
	KJT 2013 GIFT TRUST
	By:	/s/ M. Avi Epstein
	Name:	M. Avi Epstein
	Title:	Attorney-in-Fact
	R. CHRISTOPHER HOEHN-SARIC
	By:	/s/ M. Avi Epstein
	Name:	M. Avi Epstein
	Title:	Attorney-in-Fact
	STERLING FUND MANAGEMENT, LLC
	By:	/s/ M. Avi Epstein
	Name:	M. Avi Epstein
	Title:	Attorney-in-Fact

STERLING CAPITAL PARTNERS II, L.P.
By:	SC Partners II, L.P.
Its:	General Partner
	By:	Sterling Capital Partners II, LLC
	Its:	General Partner
By:	/s/ M. Avi Epstein
Name:	M. Avi Epstein

Title:	Attorney-in-Fact
SC PARTNERS II, L.P.
By:	Sterling Capital Partners II, LLC
Its:	General Partner
By:	/s/ M. Avi Epstein
Name:	M. Avi Epstein
Title:	Attorney-in-Fact
STERLING CAPITAL PARTNERS II, LLC
By:	/s/ M. Avi Epstein
Name:	M. Avi Epstein
Title:	Attorney-in-Fact
STERLING CAPITAL PARTNERS III, L.P.
By:	SC Partners III, L.P.
Its:	General Partner
	By:	Sterling Capital Partners III, LLC
	Its:	General Partner
By:	/s/ M. Avi Epstein
Name:	M. Avi Epstein
Title:	Attorney-in-Fact
SC PARTNERS III, L.P.
By:	Sterling Capital Partners III, LLC
Its:	General Partner
By:	/s/ M. Avi Epstein
Name:	M. Avi Epstein
Title:	Attorney-in-Fact
STERLING CAPITAL PARTNERS III, LLC
By:	/s/ M. Avi Epstein
Name:	M. Avi Epstein
Title:	Attorney-in-Fact

SP-L AFFILIATE, LLC
By:	/s/ M. Avi Epstein
Name:	M. Avi Epstein
Title:	Attorney-in-Fact
STERLING LAUREATE, LP
By:	SP-L Management III, LLC
Its:	General Partner
By:	/s/ M. Avi Epstein
Name:	M. Avi Epstein
Title:	Attorney-in-Fact
SP-L MANAGEMENT III, LLC

By:	SP-L Parent, LLC
Its:	General Partner
By:	/s/ M. Avi Epstein
Name:	M. Avi Epstein
Title:	Attorney-in-Fact
STERLING LAUREATE EXECUTIVES FUND, LP
By:	SP-L Management IV, LLC
Its:	General Partner
By:	/s/ M. Avi Epstein
Name:	M. Avi Epstein
Title:	Attorney-in-Fact
SP-L MANAGEMENT IV, LLC
By:	SP-L Parent, LLC
Its:	General Partner
By:	/s/ M. Avi Epstein
Name:	M. Avi Epstein
Title:	Attorney-in-Fact
STERLING LAUREATE ROLLOVER, LP
By:	SP-L Management V, LLC
Its:	General Partner
By:	/s/ M. Avi Epstein
Name:	M. Avi Epstein
Title:	Attorney-in-Fact

SP-L MANAGEMENT V, LLC
By:	SP-L Parent, LLC
Its:	General Partner
By:	/s/ M. Avi Epstein
Name:	M. Avi Epstein
Title:	Attorney-in-Fact
SP-L PARENT, LLC
By:	/s/ M. Avi Epstein
Name:	M. Avi Epstein
Title:	Attorney-in-Fact

EX-99.FF

Exhibit FF

AMENDMENT NO. 1 TO

AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT

This Amendment No. 1 (this “Amendment”), dated as of October 28, 2021, is entered into by and among Wengen Alberta, Limited Partnership (the “Company”), Wengen Investments Limited, the general partner of the Company (the “General Partner”), Laureate Education, Inc., a public benefit corporation organized under the laws of Delaware (“Laureate”), and each of the other parties signatory hereto (together with the Company, the General Partner and Laureate, the “Parties”). Capitalized terms used but not defined in this Amendment have the meanings ascribed to them in the Amended and Restated Securityholders Agreement, dated as of February 6, 2017, by and among the Company, the General Partner, Laureate and the other parties thereto (the “Securityholders Agreement”).

RECITALS

WHEREAS, certain Investors and Securityholders have requested (the “Requesting Investors”) that the Company redeem and cancel their Interests in exchange for the delivery by the Company to the Requesting Investors of the corresponding number of shares of Common Stock;

WHEREAS, the Class B Common Stock indirectly held by the Requesting Investors through the Company was converted into Class A Common Stock in accordance with Laureate’s organizational documents;

WHEREAS, the Company and the Requesting Investor desires, effective as of the date of this Amendment, to (i) have all of the Interests held by the Requesting Investors redeemed and canceled by the Company (the “Redeemed Interests”) and (ii) in exchange, have the corresponding number of shares of Class A Common Stock delivered by the Company to the Requesting Investors (the “Partial Redemption”); and

WHEREAS, as a condition and as an inducement for the Company to effectuate the Partial Redemption, the Parties have agreed to amend the Securityholders Agreement as set forth in this Amendment in accordance with Section 3.1(a) of the Securityholders Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the above recitals and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Parties hereto hereby agree as follows:

1.       Waiver. The Parties hereby waive, in respect of the Partial Redemption, the obligations of the General Partner and the requirements set forth in Section 2.3 of the Securityholders Agreement, and Section 2.3 of the Securityholders Agreement shall not apply with respect to the Partial Redemption.

2.       Redemption. The Requesting Investors and the Company hereby agree that, effective as of the date of this Amendment, (i) the Redeemed Interests shall be redeemed and canceled and shall not be re-issued and (ii) the Company shall deliver to each Requesting Investor the corresponding number of shares of Class A Common Stock (it being understood that each share of such Class A Common Stock shall be deemed to have a value equal to the higher of the opening and closing price of the Class A Common Stock as quoted on The Nasdaq Stock Market LLC as of the date of this Amendment).

3.       Amendments to the Securityholders Agreement.

a.       Section 2.3 of the Securityholders Agreement is hereby amended by adding the following sentence immediately following the end of the paragraph:

If and when Interests are redeemed, such Interests shall automatically be canceled and shall not be re-issued.

b.       Section 3.3 of the Securityholders Agreement is hereby amended by deleting the second sentence set forth therein.

c.       Each of Section 3.2 and Section 3.3 of the Securityholders Agreement is hereby amended by adding the following sentence at the end of each such Section:

Notwithstanding anything in this Agreement to the contrary, any obligation arising prior to any termination of this Agreement or termination of this Agreement as to any Person shall survive such termination.

d.       Section 2.5 of the Securityholders Agreement is hereby amended and restated to read in its entirety as follows:

Subject to the terms of the Securities Act, any Investor who is not in possession of material nonpublic information regarding Laureate and its Subsidiaries shall be entitled to cause the Company to (A) Transfer all or part of such Investor’s shares of Common Stock to a Person pursuant to Rule 144 or (B) Transfer such shares pursuant to the Laureate Registration Rights Agreement, and, in each case of clauses (A) and (B), after the consummation of such Transfer, the Company shall use the proceeds from such Transfer to redeem Interests from such Investor in accordance with Section 5.1.3 of the LP Agreement. Section 2.3 shall not apply to any redemption as a result of any Transfer pursuant to this Section 2.5.

e.       Sections 5.2(a)(i)(B) and 5.2(a)(i)(C) are hereby amended by deleting the words “a number of shares of Common Stock equal to $75 Million divided by the IPO Price of a share of Class A Common Stock” and inserting in lieu thereof “at least 5,357,142 shares of Common Stock”.

f.       Section 5.2(a) of the Securityholders Agreement is hereby amended by deleting Section 5.2(a)(i)(E) and inserting the following in lieu thereof:

For so long as either KKR or CPV holds at least 8,035,713 shares of Common Stock, KKR and CPV collectively (or one of them if the other has lost its rights under Section 5.2(a)(ii)(B) or 5.2(a)(ii)(C)) shall have the right to nominate one (1) Director (the “Third Director”) who shall initially be Ian Snow, and who may be removed and/or replaced at any time and from time to time without cause by KKR and CPV (or one of them if the other has lost its rights under Section 5.2(a)(ii)(B) or 5.2(a)(ii)(C)). In the event that KKR ceases to be the beneficial owner of at least 8,035,713 shares of Common Stock and CPV ceases to be the beneficial owner of at least 8,035,713 shares of Common Stock, then the Third Director shall offer his resignation as a Laureate Director to the Laureate Board, and KKR and CPV shall thereafter not be entitled to designate a Third Director.

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g.       The Securityholders Agreement is hereby amended by adding the following new Section 5.2(a)(i)(F) after Section 5.2(a)(i)(E) that reads as follows:

(F)        Notwithstanding anything in this Sections 5.2(a)(i) to the contrary, the rights set forth in this Sections 5.2(a)(i) expire on December 31, 2024.

h.       Section 5.2(a) of the Agreement is hereby amended by adding “that has an employee or representative on the Board or Laureate Board” after the words “each Investor” the first time it appears in clause (i) thereof.

i.       Section 5.3 of the Securityholders Agreement is hereby amended by adding “or Securityholder” each time the word “Investor” appears.

j.       Section 6.18 of the Securityholders Agreement is hereby deleted in its entirety and in lieu thereof, replaced with the following: “6.18 [Intentionally Omitted]”

k.       Article VI of the Securityholders Agreement is hereby amended by inserting the following as a new Section 6.20 therein:

6.20        Peru Tax Matters.

(a)       To the extent that there is any direct or indirect Transfer of Common Stock to, by, on behalf of or for the benefit of, the Company or any Investor or Securityholder or a direct or indirect Transfer of an interest in an Investor or Securityholder (each, a “Covered Transfer”), each Covered Person (as defined below) hereby acknowledges and agrees that:

(i)       as between such Covered Person and Laureate, such Covered Person is, and shall at all times remain, responsible and liable for the payment of any taxes and any related fees, costs and expenses (including any fees and disbursements of legal counsel) resulting from or attributable to such Covered Transfer;

(ii)       neither Laureate nor any of its Subsidiaries shall have any responsibility or liability with respect to any such taxes or such related fees, costs and expenses; and

(iii)       such Covered Person will, at the time of any Covered Transfer, (A) pay to, or as directed by, the Company or Laureate the amount of any Peru Taxes with respect to such Covered Transfer and (B) reimburse the Company or Laureate, as applicable, for its pro rata portion of any related costs, fees and expenses (including the reasonable fees and disbursements of legal counsel) incurred by the Company, Laureate or any of Laureate’s Subsidiaries.

3

The Company shall pay any amounts received from Investors and Securityholders pursuant to this Section 6.20 to Laureate promptly upon receipt thereof. For purposes of this Amendment, (i) “Covered Person” means the Company and each Investor and Securityholder, (ii) “Peru Taxes” shall mean any Peruvian taxes resulting from or attributable a Covered Transfer, (iii) “Peru Tax Certificate” shall mean any certificate issued by SUNAT to establish the tax basis for Peruvian tax purposes of Common Stock or any interest in an entity that holds, directly or indirectly, Common Stock and (iv) “SUNAT” shall mean the Superintendencia Nacional de Aduanas y de Administración Tributaria or any other Governmental Authority that is responsible for taxation in Peru.

(b)       Laureate and the Company shall be authorized (but shall not be required) to withhold from amounts payable to any Covered Person (whether that amount is payable in securities or cash) any such Peru Taxes and reimbursable costs, fees and expenses referred to in Section 6.20(a) of this Amendment. The Company shall pay any amounts withheld from Investors and Securityholders pursuant to this Section 6.20(b) to Laureate promptly upon such withholding. Any amounts so withheld by Laureate or the Company shall be treated as paid to the applicable Covered Person.

(c)       Laureate shall use any amounts received from the Covered Persons pursuant to Section 6.20(a), and any amounts withheld pursuant to Section 6.20(b), to pay such Peru Taxes and its related costs, fees and expenses. To the extent any amounts received from the Covered Persons pursuant to Section 6.20(a), and any amounts withheld pursuant to Section 6.20(b), exceed the amounts required to pay such Peru Taxes and the related costs, fees and expenses incurred by the Company, Laureate or any of Laureate’s Subsidiaries, such excess shall be returned to the Covered Persons.

(d)       Each Covered Person shall give Laureate prior written notice of any Transfer of Securities by, on behalf of or for the benefit of such Covered Person, which notice shall include a copy of the applicable Peru Tax Certificate then in effect. No Covered Person shall be permitted to Transfer any Securities, unless such Covered Person pays to, or as directed by, the Company or Laureate (or the Company or Laureate withholds) the amount of any Peru Taxes as a result of such Transfer and such Covered Person’s pro rata portion of any related costs, fees and expenses incurred by Laureate. Laureate shall notify each Covered Person in writing of the amount of Peru Taxes payable as a result of such proposed Transfer and the amount of such Covered Person’s pro rata portion of related costs, fees and expenses incurred by Laureate.

(e)       In the case of any Peru Tax Certificate obtained by Laureate with respect to any Common Stock or other interests, each Covered Person shall reimburse Laureate for such Covered Person’s pro rata portion of all fees, costs and expenses incurred or paid by Laureate or its Subsidiaries to obtain such certificate.

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l.       Article VI of the Securityholders Agreement is hereby amended by inserting the following as a new Section 6.21 therein:

6.21       Company & General Partner Expenses. Each Investor and Securityholder hereby authorizes the Company and the General Partner to withhold from any amount distributable or deliverable (whether in a distribution, redemption or otherwise) by the Company or the General Partner to such Investor or Securityholder such Investor’s or Securityholder’s pro rata share of any taxes, fees, costs and expenses incurred by the Company or the General Partner (including, without limitation, the taxes, fees, costs and expenses incurred by the Company or the General Partner in connection with the dissolution of the Company’s subsidiaries) prior to the time such Investor or Securityholder no longer holds any Interests.

4.       General Provisions. All other terms and provisions of the Securityholders Agreement shall remain in full force and effect, and no other modifications to the Securityholders Agreement have been made pursuant to this Amendment except as provided herein. All references to the Securityholders Agreement in the Securityholders Agreement or any other document, instrument, agreement or writing delivered pursuant thereto shall hereafter be deemed to refer to the Securityholders Agreement as amended by this Amendment. In the event of a conflict between the terms of this Amendment and the terms of the Securityholders Agreement, the terms of this Amendment shall control.

5.       Counterparts. This Amendment may be executed in counterparts (each of which shall be deemed to be an original but all of which taken together shall constitute one and the same amendment) and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by electronic communication, facsimile or otherwise) to the other Parties.

6.       Governing Law; Jurisdiction. The provisions of Section 6.9 of the Securityholders Agreement shall apply to this Amendment mutatis mutandis as if set forth herein.

[Signature Pages Follow]

5

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be duly executed and delivered as of the date first written above.

WENGEN ALBERTA, LIMITED PARTNERSHIP
By:	/s/ William L Cornog
Name:	William L Cornog
Title:	Director
WENGEN INVESTMENTS LIMITED
By:	/s/ William L Cornog
Name:	William L Cornog
Title:	Director
LAUREATE EDUCATION, INC.
By:	/s/ Rick Sinkfield
Name:	Rick Sinkfield
Title:	Chief Legal Officer

[Signature Page to Amendment No. 1 to Amended and Restated Securityholders Agreement]

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be duly executed and delivered as of the date first written above.

STERLING CAPITAL PARTNERS II, L.P.
By:	SC Partners II, L.P., its general partner
By:	Sterling Capital Partners II, LLC, its general partner
By:	/s/ Jeff Elburn
Name:	Jeff Elburn
Title:	CFO
STERLING CAPITAL PARTNERS III, L.P.
By:	SC Partners III, L.P., its general partner
By:	Sterling Capital Partners III, LLC, its general partner
By:	/s/ Jeff Elburn
Name:	Jeff Elburn
Title:	CFO

[Signature Page to Amendment No. 1 to Amended and Restated Securityholders Agreement]

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be duly executed and delivered as of the date first written above.

SP-L AFFILIATE, LLC
By:	/s/ Steven Taslitz
Name:	Steven Taslitz
Title:	Member

[Signature Page to Amendment No. 1 to Amended and Restated Securityholders Agreement]

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be duly executed and delivered as of the date first written above.

ILM INVESTMENTS LIMITED PARTNERSHIP
By:	SP-L Management, LLC, its general partner
By:	/s/ Steven Taslitz
Name:	Steven Taslitz
Title:	Member
LAUREATE CO-INVESTORS I, LIMITED PARTNERSHIP
By:	SP-L Management I, LLC, its general partner
By:	/s/ Steven Taslitz
Name:	Steven Taslitz
Title:	Member
LAUREATE CO-INVESTORS II, LIMITED PARTNERSHIP
By:	SP-L Management II, LLC, its general partner
By:	/s/ Steven Taslitz
Name:	Steven Taslitz
Title:	Member
LAUREATE CO-INVESTORS III, LIMITED PARTNERSHIP
By:	SP-L Management II, LLC, its general partner
By:	/s/ Steven Taslitz
Name:	Steven Taslitz
Title:	Member

[Signature Page to Amendment No. 1 to Amended and Restated Securityholders Agreement]

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be duly executed and delivered as of the date first written above.

LAUREATE CO-INVESTORS IV, LIMITED PARTNERSHIP
By:	SP-L Management I, LLC, its general partner
By:	/s/ Steven Taslitz
Name:	Steven Taslitz
Title:	Member
LAUREATE CO-INVESTORS V, LIMITED PARTNERSHIP
By:	SP-L Management I, LLC, its general partner
By:	/s/ Steven Taslitz
Name:	Steven Taslitz
Title:	Member
STERLING LAUREATE, L.P.
By:	SP-L Management III, LLC, its general partner
By:	/s/ Steven Taslitz
Name:	Steven Taslitz
Title:	Member
STERLING LAUREATE EXECUTIVES FUND, L.P.
By:	SP-L Management IV, LLC, its general partner
By:	/s/ Steven Taslitz
Name:	Steven Taslitz
Title:	Member

[Signature Page to Amendment No. 1 to Amended and Restated Securityholders Agreement]

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be duly executed and delivered as of the date first written above.

STERLING LAUREATE ROLLOVER L.P.
By:	SP-L Management V, LLC, its general partner
By:	/s/ Steven Taslitz
Name:	Steven Taslitz
Title:	Member

[Signature Page to Amendment No. 1 to Amended and Restated Securityholders Agreement]

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be duly executed and delivered as of the date first written above.

STEVEN M. TASLITZ
By:	/s/ Steven M. Taslitz
KJT 2013 GIFT TRUST U/A/D 1/31/13
By:	/s/ Bruce Goldman
Name:	Bruce Goldman
Title:	Trustee
THE IRREVOCABLE BBHT II IDGT
By:	/s/ Marianne Hellauer
Name:	Marianne Hellauer
Title:	Trustee

[Signature Page to Amendment No. 1 to Amended and Restated Securityholders Agreement]

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be duly executed and delivered as of the date first written above.

DOUGLAS L. BECKER
By:	/s/ Douglas L. Becker
DLB TELECOM TRUST U/A/D/ 1/3/05
By:	/s/ Marianne Hellauer
Name:	Marianne Hellauer
Title:	Trustee

[Signature Page to Amendment No. 1 to Amended and Restated Securityholders Agreement]

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be duly executed and delivered as of the date first written above.

KKR 2006 FUND (OVERSEAS), LIMITED PARTNERSHIP
By:	KKR Associates 2006 (Overseas), Limited
	Partnership, its general partner
By:	KKR 2006 Limited, its general partner
By:	/s/ William L Cornog
Name:	William L Cornog
Title:	Director
KKR PARTNERS II (INTERNATIONAL), L.P.
By:	KKR PI-II GP Limited, its general partner
By:	/s/ William L Cornog
Name:	William L Cornog
Title:	Director

[Signature Page to Amendment No. 1 to Amended and Restated Securityholders Agreement]

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be duly executed and delivered as of the date first written above.

2007 CO-INVESTMENT PORTFOLIO, L.P.
By:	StepStone Co-Investment Funds GP, LLC, its
	general partner
By:	/s/ Andrew Bratt
Name:	Andrew Bratt
Title:	Deputy General Counsel
STEPSTONE CAPITAL PARTNERS II CAYMAN HOLDINGS, L.P.
By:	StepStone Co-Investment Funds GP, LLC, its
	general partner
By:	/s/ Andrew Bratt
Name:	Andrew Bratt
Title:	Deputy General Counsel
STEPSTONE CAPITAL PARTNERS II ONSHORE, L.P.
By:	StepStone Co-Investment Funds GP, LLC, its
	general partner
By:	/s/ Andrew Bratt
Name:	Andrew Bratt
Title:	Deputy General Counsel

[Signature Page to Amendment No. 1 to Amended and Restated Securityholders Agreement]

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be duly executed and delivered as of the date first written above.

CPV HOLDINGS, LLC
By:	/s/ Andrew B. Cohen
Name:	Andrew B. Cohen
Title:	Authorized Signatory

[Signature Page to Amendment No. 1 to Amended and Restated Securityholders Agreement]

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be duly executed and delivered as of the date first written above.

TORREAL SOCIEDAD DE CAPITAL RIESGO S.A.
By:	/s/ José Díaz-Rato Revuelta
Name:	José Díaz-Rato Revuelta
Title:	Authorized Signatory
By:	/s/ Almudena de Egaña Huerta
Name:	Almudena de Egaña Huerta
Title:	Authorized Signatory
PEDRO DEL CORRO GARCÍA-LOMAS
By:	/s/ Pedro Del Corro García-Lomas
ANA MARíA GóMEZ CUESTA
By:	/s/ Ana María Gómez Cuesta
JOSÉ DÍAZ-RATO REVUELTA
By:	/s/ José Díaz-Rato Revuelta

[Signature Page to Amendment No. 1 to Amended and Restated Securityholders Agreement]

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be duly executed and delivered as of the date first written above.

CITIGROUP CAPITAL PARTNERS II EMPLOYEE MASTER FUND, L.P.
By:	/s/ Robert A Grogan
Name:	Robert A Grogan
Title:	President
CPE CO-INVESTMENT (LAUREATE) LLC
By:	/s/ Robert A Grogran
Name:	Robert A Grogan
Title:	President

[Signature Page to Amendment No. 1 to Amended and Restated Securityholders Agreement]

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be duly executed and delivered as of the date first written above.

S.P.G. CO-INVESTMENT, L.P.
By:	/s/ Ian Snow
Name:	Ian Snow
Title:
SNOW PHIPPS GROUP (B), L.P.
By:	/s/ Ian Snow
Name:	Ian Snow
Title:
SNOW PHIPPS GROUP (OFFSHORE), L.P.
By:	/s/ Ian Snow
Name:	Ian Snow
Title:
SNOW PHIPPS GROUP (RPV), L.P.
By:	/s/ Ian Snow
Name:	Ian Snow
Title:
SNOW PHIPPS GROUP, L.P
By:	/s/ Ian Snow
Name:	Ian Snow
Title:

[Signature Page to Amendment No. 1 to Amended and Restated Securityholders Agreement]