SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* KKR 2006 Fund (Overseas), Limited Partnership (Last) (First) (Middle) C/O KOHLBERG KRAVIS ROBERTS & CO. L.P., 30 HUDSON YARDS (Street) NEW YORK NY 10001 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol LAUREATE EDUCATION, INC. [ LAUR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 03/26/2021
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	03/26/2021		C(1)		4,577,995	A	(1)	13,480,107	I	See Footnotes(4)(6)
Class A Common Stock	03/26/2021		C(1)		190,525	A	(1)	288,021	I	See Footnotes(5)(6)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(2)	03/26/2021		C(1)			4,577,995	(2)	(2)	Class A Common Stock	4,577,995	$0	18,311,957	I	See Footnotes(3)(4)(6)
Class B Common Stock	(2)	03/26/2021		C(1)			190,525	(2)	(2)	Class A Common Stock	190,525	$0	762,098	I	See Footnotes(3)(5)(6)

1. Name and Address of Reporting Person* KKR 2006 Fund (Overseas), Limited Partnership (Last) (First) (Middle) C/O KOHLBERG KRAVIS ROBERTS & CO. L.P., 30 HUDSON YARDS (Street) NEW YORK NY 10001 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* KKR Associates 2006 (Overseas, Limited Partnership (Last) (First) (Middle) C/O KOHLBERG KRAVIS ROBERTS & CO. L.P., 30 HUDSON YARDS (Street) NEW YORK NY 10001 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* KKR 2006 LTD (Last) (First) (Middle) C/O KOHLBERG KRAVIS ROBERTS & CO. L.P., 30 HUDSON YARDS (Street) NEW YORK NY 10001 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* KKR Partners II (International), LP (Last) (First) (Middle) C/O KOHLBERG KRAVIS ROBERTS & CO. L.P., 30 HUDSON YARDS (Street) NEW YORK NY 10001 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* KKR PI-II GP LTD (Last) (First) (Middle) C/O KOHLBERG KRAVIS ROBERTS & CO. L.P., 30 HUDSON YARDS (Street) NEW YORK NY 10001 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. 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.

2. 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.

3. Shares of Class B Common Stock are 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. and certain other investors (collectively, the "Wengen Investors") have interests in the Issuer through Wengen. The Reporting Persons and certain of the other Wengen Investors have designated representatives who serve as the members of the board of directors of Wengen GP.

4. KKR 2006 Fund (Overseas), Limited Partnership directly holds shares of Class A Common Stock of the Issuer and indirectly beneficially owns shares of Class B Common Stock by virtue of the limited partnership interests it holds in Wengen. KKR Associates 2006 (Overseas), Limited Partnership is the general partner of KKR 2006 Fund (Overseas), Limited Partnership. KKR 2006 Limited is the general partner of KKR Associates 2006 (Overseas), Limited Partnership. KKR Group Partnership L.P. is the sole shareholder of KKR 2006 Limited. KKR Group Holdings Corp. is the general partner of KKR Group Partnership L.P. KKR & Co. Inc. is the sole shareholder of KKR Group Holdings Corp. KKR Management LLP is the Series I preferred stockholder of KKR & Co. Inc. Messrs. Henry R. Kravis and George R. Roberts are the founding partners of KKR Management LLP.

5. KKR Partners II (International), L.P. directly holds shares of Class A Common Stock of the Issuer and indirectly beneficially owns shares of Class B Common Stock by virtue of the limited partnership interests it holds in Wengen. KKR PI-II GP Limited is the general partner of KKR Partners II (International), L.P.

6. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. This filing shall not be deemed an admission that the Reporting Persons are subject to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of any securities reported herein for purposes of Section 16 of the Exchange Act otherwise.

Remarks:

Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, certain affiliates of the Reporting Persons have filed a separate Form 4. Exhibit Index: Exhibit 24 - Power of Attorney

	KKR 2006 Fund (Overseas), Limited Partnership By: KKR Associates 2006 (Overseas), Limited Partnership, its GP By: KKR 2006 Limited, its GP By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact for Robert H. Lewin, Director	03/30/2021
	KKR Associates 2006 (Overseas), Limited Partnership By: KKR 2006 Limited, its General Partner By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact for Robert H. Lewin, Director	03/30/2021
	KKR 2006 Limited By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact for Robert H. Lewin, Director	03/30/2021
	KKR Partners II (International), L.P. By: KKR PI-II GP Limited, its General Partner By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact for Robert H. Lewin, Director	03/30/2021
	KKR PI-II GP Limited By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact for Robert H. Lewin, Director	03/30/2021
	** 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 4 (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).
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