SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Cardoso Marcelo

(Last)

(First)

(Middle)

650 S. EXETER STREET

(Street)

BALTIMORE

21202

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/06/2019

3. Issuer Name and Ticker or Trading Symbol
LAUREATE EDUCATION, INC. [ LAUR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Transformation Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	25,394	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (Right to Buy)	⁽¹⁾	06/01/2021	Class B Common Stock	29,250	$27.04	D
Employee Stock Option (Right to Buy)	⁽¹⁾	09/13/2022	Class B Common Stock	18,000	$31.92	D
Employee Stock Option (Right to Buy)	⁽¹⁾	10/02/2023	Class B Common Stock	11,650	$17.44	D
Employee Stock Option (right to buy)	⁽²⁾	06/14/2027	Class A Common Stock	2,776	$17.89	D
Employee Stock Option (right to buy)	⁽³⁾	03/07/2028	Class A Common Stock	9,697	$13.97	D
Performance Share Units	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	20,000	$0	D

Explanation of Responses:

1. These options are fully exerciseable.

2. This option vests in three equal annual installments. The first two annual installments vested on December 31, 2017 and December 31, 2018. Subject to the reporting person's continued employment, the final installment will vest on December 31, 2019.

3. This option vests in three equal annual installments. The first annual installment vested on December 31, 2018. Subject to the reporting person's continued employment, the final two installments will vest on December 31, 2019, and December 31, 2020.

4. Subject to the reporting person's continued employment by the Company, Performance Share Units (PSUs) vest in one-third annual tranches on each of December 31, 2018, December 31, 2019, and December 31, 2020, provided that the average closing price per share of the Company's Class A Common Stock as reported on the NASDAQ Global Select Market over the thirty (30) day period preceding those dates is equal to or greater than (i) $20 for those PSUs vesting on December 31, 2018, (ii) $22.50 for those PSUs vesting on December 31, 2019, and (iii) $25 for those PSUs vesting on December 31, 2020. Should the thirty day trailing average fall short of these targets for either December 31, 2018, December 31, 2019, or both, the PSUs for the year(s) in which the target is missed may vest if the trailing average target is achieved in the succeeding year.

	/s/ Sean P. Mulcahy, Attorney-in-Fact	03/07/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.