SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

(Rule 13d-101)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 5)*

Laureate Education, Inc.

(Name of Issuer)

Common Stock, $0.004 par value

(Title of Class of Securities)

518613203

(CUSIP Number)

c/o Laureate Education, Inc.

650 S. Exeter Street

Baltimore, Maryland 21202

(410) 843-6100

Copy to:

Lillian Tsu, Esq.

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, NY 10006

Tel: (212) 225-2000

(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  ☐

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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).

13D

 

1	NAMES OF REPORTING PERSONS
	SPG GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)	☐
			(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	SC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
		0
	8	SHARED VOTING POWER
		4,929,612 (1)
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		4,929,612 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,929,612 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)			☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	3.8% (See Note 5)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1) Represents 3,837 shares of Class B Common Stock, 2,081,121 shares of Class A Common Stock, 2,819 shares of Class B Common Stock payable under the Issuer’s Deferred Compensation Plan upon Ian Snow’s retirement from the Issuer’s board of directors, and 2,841,835 shares of Class B Common Stock held through Wengen. For additional information, see Note 5.

2

1	NAMES OF REPORTING PERSONS
	Snow Phipps Group, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)	☐
			(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	SC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
		0
	8	SHARED VOTING POWER
		4,486,334 (1)
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		4,486,334 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,486,334 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)			☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	3.5% (See Note 5)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1) Represents 3,507 shares of Class B Common Stock, 1,895,386 shares of Class A Common Stock, 2,577 shares of Class B Common Stock payable under the Issuer’s Deferred Compensation Plan upon Ian Snow’s retirement from the Issuer’s board of directors, and 2,584,865 shares of Class B Common Stock held through Wengen. For additional information, see Note 5.

3

1	NAMES OF REPORTING PERSONS
	SPG Co-Investment, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)	☐
			(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	SC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
		0
	8	SHARED VOTING POWER
		21,554 (1)
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		21,554 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	21,554 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)			☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	<0.1% (See Note 5)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1) Represents 7,568 shares of Class A Common Stock, and 13,986 shares of Class B Common Stock held through Wengen. For additional information, see Note 5.

4

1	NAMES OF REPORTING PERSONS
	Snow Phipps Group (B), L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)	☐
			(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	SC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
		0
	8	SHARED VOTING POWER
		43,100  (1)
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		43,100 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	43,100 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)			☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	<0.1% (See Note 5)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1) Represents 34 shares of Class B Common Stock, 18,209 shares of Class A Common Stock, 25 shares of Class B Common Stock payable under the Issuer’s Deferred Compensation Plan upon Ian Snow’s retirement from the Issuer’s board of directors, and 24,832 shares of Class B Common Stock held through Wengen. For additional information, see Note 5.

5

1	NAMES OF REPORTING PERSONS
	Snow Phipps Group (Offshore), L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)	☐
			(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	SC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
		0
	8	SHARED VOTING POWER
		145,023 (1)
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		145,023 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	145,023 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)			☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	<0.12% (See Note 5)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1) Represents 133 shares of Class B Common Stock, 61,260 shares of Class A Common Stock, 83 shares of Class B Common Stock payable under the Issuer’s Deferred Compensation Plan upon Ian Snow’s retirement from the Issuer’s board of directors, and 83,547 shares of Class B Common Stock held through Wengen. For additional information, see Note 5.

6

1	NAMES OF REPORTING PERSONS
	Snow Phipps Group (RPV), L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)	☐
			(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	SC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
		0
	8	SHARED VOTING POWER
		233,620 (1)
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		233,620 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	233,620 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)			☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	<0.19% (See Note 5)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1) Represents 183 of Class B Common Stock, 98,698 shares of Class A Common Stock, 134 shares of Class B Common Stock payable under the Issuer’s Deferred Compensation Plan upon Ian Snow’s retirement from the Issuer’s board of directors, and 134,604 shares of Class B Common Stock held through Wengen. For additional information, see Note 5.

7

1	NAMES OF REPORTING PERSONS
	Ian Snow
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)	☐
			(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	SC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
		0
	8	SHARED VOTING POWER
		4,929,612 (1)
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		4,929,612 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,929,612 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)			☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	3.8% (See Note 5)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1) Represents 3,837 shares of Class B Common Stock, 2,081,121 shares of Class A Common Stock, 2,819 shares of Class B Common Stock payable under the Issuer’s Deferred Compensation Plan upon Ian Snow’s retirement from the Issuer’s board of directors, and 2,841,835 shares of Class B Common Stock held through Wengen. For additional information, see Note 5.

8

1	NAMES OF REPORTING PERSONS
	Snow Phipps Group, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)	☐
			(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	SC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
		0
	8	SHARED VOTING POWER
		6,656 (1)
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		6,656 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,656 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)			☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	<0.1% (See Note 5)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) Represents 3,837 shares of Class B Common Stock and 2,819 shares of Class B Common Stock payable under the Issuer’s Deferred Compensation Plan upon Ian Snow’s retirement from the Issuer’s board of directors. For additional information, see Note 5.

9

Explanatory Note:

This Amendment No. 5 (“Amendment No. 5”) to Schedule 13D relates to the shares of Class A common stock, par value $0.004 per share (the “Class A 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 on February 16, 2017 (as subsequently amended, the “Statement”).

This Amendment No. 5 is being filed by the Reporting Persons to report the redemption by certain investors of Wengen Alberta, Limited Partnership (“Wengen”) of their respective interests in Wengen in exchange for delivery by Wengen to such investors of the number of shares of Issuer Class A Common Stock  corresponding to the Wengen interests so redeemed, as described in more detail below. Wengen Investments Limited (“Wengen GP”) is the General Partner of Wengen.

Except as specifically provided herein, this Amendment No. 5 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in the Schedule 13D.

Item 1. Security and Issuer.

This Amendment No. 5 to Schedule 13D relates to the shares of Class A Common Stock of the Issuer, and amends the initial statement on Schedule 13D filed by the reporting persons on February 16, 2017 (as subsequently amended).

Item 3. Source and Amount of Funds or Other Considerations.

Item 3 of this Statement is hereby amended and supplemented as follows:

The information set forth in Item 6 of this Statement is hereby incorporated by reference into this Item 3.

On October 28, 2021, certain investors elected to have their interests in Wengen redeemed in exchange for delivery by Wengen to such investors of the number of shares of Issuer Class A Common Stock corresponding to the Wengen interests so redeemed (the “Redemption”).  Following the Redemption and cancellation of the interests, investors affiliated with or managed by Kohlberg Kravis Roberts & Co. L.P. (together with its affiliates, “KKR”), StepStone Group LP (together with its affiliates, “StepStone”) and Sterling Fund Management, LLC (together with certain of its affiliates, except for Sterling Laureate, LP, “Sterling” and, collectively, the “Former Wengen Investors”) no longer hold limited partnership interests in Wengen.

Following the Redemption, the limited partnership interests in Wengen are held by certain investment funds and other investors affiliated with or managed by CPV Partners, LLC (together with its affiliates, including CPV Holdings, LLC, “CPV”), Snow Phipps Group, LLC (together with its affiliates, “Snow Phipps”), Sterling Laureate, LP and certain investment vehicles on behalf of persons that are not affiliated with CPV, Snow Phipps or the Former Wengen Investors (collectively, the “Wengen Investors”).

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby supplemented as follows:

The information set forth in Items 2, 3 and 6 of this Statement is hereby incorporated by reference into this Item 4.

On October 28, 2021, the Former Wengen Investors elected to engage in the Redemption.  Following the Redemption,  the Former Wengen Investors no longer hold limited partnership interests in Wengen and their respective representative on the board of directors of Wengen GP either have resigned or are expected to resign.

Because the Class B common stock, par value $0.004 per share, of the Issuer (the “Class B Common Stock”) outstanding after giving effect to the 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 the Issuer’s common stock (the “Common Stock”), effective October 29, 2021. Following the conversion, the Issuer has only one class of Common Stock outstanding, and the Issuer no longer qualifies for the “controlled company” exemption under the Nasdaq Stock Market listing rules.

In connection with the Redemption, on October 28, 2021, Wengen, Wengen GP and the Issuer entered into an amendment to the Amended and Restated Securityholders Agreement dated as of February 6, 2017, as further described in Item 6 below, which amendment was approved by the Former Wengen Investors, the Reporting Persons and the other Wengen Investors in accordance with the Wengen Securityholders Agreement (as defined in Item 6).

Item 5. Interest in Securities of the Issuer.

Items 5(a) and (b) of the Statement are hereby amended and restated as follows:

The information set forth in Items 2, 3, 4 and 6 of this Statement and the cover pages of this Statement is hereby incorporated by reference into this Item 5.

(a) and (b). As of October 28, 2021, following the Redemption, the Reporting Persons may be deemed to beneficially own an aggregate of 22,943,361 shares of Class A Common Stock, which represents, in the aggregate, approximately 12.65% of the outstanding shares of the Issuer’s Class A Common Stock, calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, (as disclosed in Amendment No. 8 to Schedule 13D filed by Wengen with the Securities and Exchange Commission on November 8, 2021), including as a result of their indirect ownership of Class B Common Stock through Wengen, their ownership of Class A Common Stock, their ownership of Class B Common Stock, and their ownership of Class B Common Stock payable under the Issuer’s Deferred Compensation Plan upon Ian Snow’s retirement from the Issuer’s board of directors.

Effective October 29, 2021, following the date of this Amendment No. 5 and as a result of the Redemption, all outstanding shares of Class B Common Stock were automatically converted to shares of Common Stock, in accordance with the terms of the Issuer’s Amended and Restated Certificate of Incorporation.

Following the Redemption and the automatic conversion of all outstanding share of Class B Common Stock on a one-for-one basis into shares of Class A Common Stock (in accordance with the terms of the Wengen Securityholders Agreement (as defined in Item 6)), Wengen beneficially owns an aggregate of 20,855,584 shares of Common Stock.  The limited partnership interests in Wengen are held by certain investors, including the Wengen Investors. The general partner of Wengen is Wengen GP, which is governed by a board of directors composed of representatives of the Wengen Investors. Pursuant to the provisions of the Wengen Securityholders Agreement (as defined in Item 6), Wengen GP will vote the shares of Class A Common Stock owned by Wengen in certain matters, including in the election of certain directors, at the discretion of Wengen GP and as a result, the Wengen Investors and certain of their affiliates may be deemed to have shared voting power over the 20,855,584 shares of Common Stock held directly by Wengen.

In addition, Snow Phipps Group (Offshore), L.P., Snow Phipps Group (B), L.P., Snow Phipps Group, L.P. and Snow Phipps Group (RPV), L.P. beneficially own 2,819 shares of Common Stock as a result of contractual arrangements with Mr. Snow. Mr. Snow disclaims any beneficial ownership of any securities held by Snow Phipps Group (Offshore), L.P., Snow Phipps Group (B), L.P., Snow Phipps Group, L.P. and Snow Phipps Group (RPV), L.P., except to the extent of his pecuniary interest therein.

The above does not include additional shares of Common Stock owned by employees, directors and former employees and directors of the Issuer over which Wengen has been granted a voting proxy pursuant to Management Stockholders Agreements, further described in Item 6.

The aggregate percentage of beneficial ownership in this Statement for purposes of calculations under Rule 13d-3 is based on an aggregate 181,336,728 shares of Common Stock outstanding as of September 30, 2021 (consisting of 114,983,272 shares of Class A Common Stock and 66,353,456 shares of Class B Common Stock), as set forth in the Issuer’s Quarterly Report on Form 10-Q for September 30, 2021.

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.

Wengen, Former Wengen Investors, CPV, Snow Phipps and certain of their affiliates separately report their beneficial ownership of Common Stock on separate Schedule 13D filings.

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

Item 6 of the Schedule 13D is hereby amended and supplemented as follows:

The information set forth in Items 2, 3, 4 and 5 hereof is hereby incorporated by reference into this Item 6.

On October 28, 2021, the Issuer entered into Amendment No. 1 (the “Amendment”) dated as of the same date to the Amended and Restated Securityholders Agreement, dated as of February 6, 2017, among Wengen, the Issuer and the other parties thereto (the “Wengen Securityholders Agreement”).

The Amendment provides, among other matters, that for so long as either KKR or CPV holds at least 8,035,713 shares of Issuer Common Stock, KKR and CPV collectively (or one of them if the other has lost its director designation right under the Wengen Securityholders Agreement) will have the right to nominate one additional director (the “Third Director”) who will initially be Ian K. Snow, and who may be removed or replaced at any time without cause by KKR and CPV (or one of them if the other has lost its existing director designation right under the Wengen Securityholders Agreement). In the event that KKR and CPV each ceases to be the beneficial owner of at least 8,035,713 shares of Issuer common stock, then the Third Director must offer his resignation as a director to the Issuer’s Board of Directors, and KKR and CPV thereafter will no longer be entitled to designate a Third Director. In addition, irrespective of their actual holdings, the right to designate a Third Director, as well as the existing Issuer director designation rights of KKR, CPV and Sterling Capital Partners II, L.P., Sterling Capital Partners III, L.P., SP L Affiliate, LLC, Douglas L. Becker, Steven M. Taslitz and their respective affiliates under the Wengen Securityholders Agreement, will expire on December 31, 2024.

In addition, the Amendment specifies that the Wengen GP must cause all of the Issuer’s shares held by Wengen to be voted, and that all current and former Wengen investors who have an employee or representative serving on the Wengen GP’s or the Issuer’s Board of Directors must vote their shares of the Issuer, in favor of the director nominees designated by KKR and CPV under the Wengen Securityholders Agreement.

Also, in the Amendment, Wengen,  the Wengen Investors and the Former Wengen Investors agree that, as between them and the Issuer, Wengen and such investors will be responsible for the payment of any taxes and any related fees, costs and expenses attributable to a direct or indirect transfer of Issuer common stock and that Wengen and the Wengen Investors and Former Wengen Investors will, at the time of any such transfer, pay to, or as directed by, the Issuer or Wengen (and the Issuer and Wengen have the right to withhold from any amounts distributable to Wengen or the Wengen Investors or Former Wengen Investors) the amount of any taxes payable in Peru with respect to such transfer and any related costs, fees and expenses incurred by the Issuer, any of the Issuer’s subsidiaries or Wengen. Wengen will pay any amounts it so receives from the Wengen Investors and Former Wengen Investors to the Issuer, and the Issuer will use any amounts it so receives from Wengen and the Wengen Investors and Former Wengen Investors (and any amounts so withheld) to pay any taxes payable in Peru and its related costs, fees and expenses.

The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, which is filed as Exhibit J to this Schedule 13D and incorporated by reference herein.

Item 7. Material to be Filed as Exhibits

Item 7 of the Schedule 13D is hereby amended by adding the following exhibit:

Exhibit J Amendment No. 1, dated as of October 28, 2021, to Amended and Restated Securityholders Agreement, dated as of February 6, 2017, among the Issuer, Wengen, Wengen GP and its investors party thereto.

SIGNATURE

SPG GP, LLC
By:	/s/ Ian Snow	November 9, 2021
Name:	Ian Snow	Date
Title:	Managing Member
Snow Phipps Group L.P.
By:	/s/ Ian Snow	November 9, 2021
Name:	Ian Snow	Date
Title:	Managing Member
SPG Co-Investment, L.P.
By:	/s/ Ian Snow	November 9, 2021
Name:	Ian Snow	Date
Title:	Managing Member
Snow Phipps Group (B), L.P.
By:	/s/ Ian Snow	November 9, 2021
Name:	Ian Snow	Date
Title:	Managing Member
Snow Phipps Group (Offshore), L.P.
By:	/s/ Ian Snow	November 9, 2021
Name:	Ian Snow	Date
Title:	Managing Member
Snow Phipps Group (RPV), L.P.
By:	/s/ Ian Snow	November 9, 2021
Name:	Ian Snow	Date
Title:	Managing Member
Ian Snow
/s/ Ian Snow		November 9, 2021
		Date
Snow Phipps Group, LLC
By:	/s/ Ian Snow	November 9, 2021
Name:	Ian Snow	Date
Title:	Managing Member

EX-99.J

Exhibit J

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.

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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]

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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]

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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]

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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]

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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]

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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]

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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]

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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]

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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]

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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]

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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]

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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]

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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]

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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]

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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]

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