Form 4 for LAUR LAUREATE EDUCATION, INC.
Accepted 2021-11-01 00:00:00 ET · period of report 2021-10-28 · accession 0001104659-21-132538 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DMI | 2021-11-01 | 2021-10-28 | LAUR | Taslitz Steven | 10% | C - Cnv Deriv | — | +5.61M | 255.6K | New | — |
| D | 2021-11-01 | 2021-10-28 | LAUR | Taslitz Steven | 10% | C - Cnv Deriv | — | +845 | 14.7K | +6% | — |
| DMI | 2021-11-01 | 2021-10-28 | LAUR | Taslitz Steven | 10% | C - Cnv Deriv | $0.00 | -5.61M | 0 | -100% | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A Common Stock | 2021-10-28 | C | A | 729,366 | — | 913,707 | I See footnotes | — | — | (F1) Upon distribution of shares of Class B common stock ("Class B Common Stock") of Laureate Education, Inc. (the "Issuer"), previously indirectly beneficially owned (for purposes of Section 16) by certain investors through ownership of limited partnership interests in Wengen Alberta, Limited Partnership ("Wengen"), upon redemption of such limited partnership interests, 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. (F9) Sterling Capital Partners II, L.P. ("SCP II LP") directly holds shares of Class A Common Stock and previously indirectly beneficially owned shares of Class B Common Stock by virtue of its prior limited partnership interests in Wengen. 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 SP II LLC, but, as memorialized in a memorandum of understanding, Mr. Becker does not share voting or investment power over these shares. (F13) The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of the Reporting Person's pecuniary interest therein. This filing shall not be deemed an admission that the Reporting Person is 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 by the Reporting Person of any securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise. (F10) Sterling Capital Partners III, L.P. ("SCP III LP") directly holds shares of Class A Common Stock and previously indirectly beneficially owned shares of Class B Common Stock by virtue of its prior limited partnership interests in Wengen. 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 SP III LLC, but, as memorialized in a memorandum of understanding, Mr. Becker does not share voting or investment power over these shares. |
| 2 | Common | Class A Common Stock | 2021-10-28 | C | A | 1,788,082 | — | 2,235,103 | I | — | — | (F1) Upon distribution of shares of Class B common stock ("Class B Common Stock") of Laureate Education, Inc. (the "Issuer"), previously indirectly beneficially owned (for purposes of Section 16) by certain investors through ownership of limited partnership interests in Wengen Alberta, Limited Partnership ("Wengen"), upon redemption of such limited partnership interests, 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. (F13) The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of the Reporting Person's pecuniary interest therein. This filing shall not be deemed an admission that the Reporting Person is 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 by the Reporting Person of any securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise. (F10) Sterling Capital Partners III, L.P. ("SCP III LP") directly holds shares of Class A Common Stock and previously indirectly beneficially owned shares of Class B Common Stock by virtue of its prior limited partnership interests in Wengen. 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 SP III LLC, but, as memorialized in a memorandum of understanding, Mr. Becker does not share voting or investment power over these shares. |
| 3 | Common | Class A Common Stock | 2021-10-28 | C | A | 704,672 | — | 963,753 | I See footnotes | — | — | (F1) Upon distribution of shares of Class B common stock ("Class B Common Stock") of Laureate Education, Inc. (the "Issuer"), previously indirectly beneficially owned (for purposes of Section 16) by certain investors through ownership of limited partnership interests in Wengen Alberta, Limited Partnership ("Wengen"), upon redemption of such limited partnership interests, 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. (F13) The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of the Reporting Person's pecuniary interest therein. This filing shall not be deemed an admission that the Reporting Person is 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 by the Reporting Person of any securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise. (F5) Sterling Laureate, LP ("Sterling Laureate") directly holds shares of Class A Common Stock and indirectly beneficially owns shares of Class B Common Stock by virtue of its limited partnership interests in Wengen. SP-L Management III, LLC ("SP-L Management III") is the general partner 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, as memorialized in a memorandum of understanding, Mr. Becker does not share voting or investment power over these shares. (F6) Sterling Laureate Executives Fund, LP ("Sterling Executives Fund") directly holds shares of Class A Common Stock and previously indirectly beneficially owned shares of Class B Common Stock by virtue of its prior limited partnership interests in Wengen. 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, as memorialized in a memorandum of understanding, Mr. Becker does not share voting or investment power over these shares. |
| 4 | Common | Class A Common Stock | 2021-10-28 | C | A | 880 | — | 33,864 | I See footnotes | — | — | (F1) Upon distribution of shares of Class B common stock ("Class B Common Stock") of Laureate Education, Inc. (the "Issuer"), previously indirectly beneficially owned (for purposes of Section 16) by certain investors through ownership of limited partnership interests in Wengen Alberta, Limited Partnership ("Wengen"), upon redemption of such limited partnership interests, 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. (F4) Mr. Becker directly holds shares of Class A Common Stock and previously indirectly beneficially owned shares of Class B Common Stock by virtue of his prior limited partnership interests in Wengen, which are subject to the Founders' Agreement. In light of the Founders' Agreement, Mr. Taslitz may be deemed to indirectly beneficially own a portion of these shares in the Issuer. (F13) The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of the Reporting Person's pecuniary interest therein. This filing shall not be deemed an admission that the Reporting Person is 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 by the Reporting Person of any securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise. (F2) Pursuant to an agreement (the "Founders' Agreement") among Steven M. Taslitz, Douglas L. Becker and R. Christopher 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. Each Sterling Founder controls the voting and disposition of the securities allocable to such Sterling Founder. (F5) Sterling Laureate, LP ("Sterling Laureate") directly holds shares of Class A Common Stock and indirectly beneficially owns shares of Class B Common Stock by virtue of its limited partnership interests in Wengen. SP-L Management III, LLC ("SP-L Management III") is the general partner 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, as memorialized in a memorandum of understanding, Mr. Becker does not share voting or investment power over these shares. |
| 5 | Common | Class A Common Stock | 2021-10-28 | C | A | 845 | — | 14,675 | D See footnotes | — | — | (F1) Upon distribution of shares of Class B common stock ("Class B Common Stock") of Laureate Education, Inc. (the "Issuer"), previously indirectly beneficially owned (for purposes of Section 16) by certain investors through ownership of limited partnership interests in Wengen Alberta, Limited Partnership ("Wengen"), upon redemption of such limited partnership interests, 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. (F3) Mr. Taslitz directly holds shares of Class A Common Stock and previously indirectly beneficially owned shares of Class B Common Stock by virtue of his prior limited partnership interests in Wengen, which are subject to the Founders' Agreement. (F2) Pursuant to an agreement (the "Founders' Agreement") among Steven M. Taslitz, Douglas L. Becker and R. Christopher 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. Each Sterling Founder controls the voting and disposition of the securities allocable to such Sterling Founder. (F13) The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of the Reporting Person's pecuniary interest therein. This filing shall not be deemed an admission that the Reporting Person is 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 by the Reporting Person of any securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise. (F4) Mr. Becker directly holds shares of Class A Common Stock and previously indirectly beneficially owned shares of Class B Common Stock by virtue of his prior limited partnership interests in Wengen, which are subject to the Founders' Agreement. In light of the Founders' Agreement, Mr. Taslitz may be deemed to indirectly beneficially own a portion of these shares in the Issuer. |
| 6 | Common | Class A Common Stock | 2021-10-28 | C | A | 418,421 | — | 523,026 | I See footnotes | — | — | (F1) Upon distribution of shares of Class B common stock ("Class B Common Stock") of Laureate Education, Inc. (the "Issuer"), previously indirectly beneficially owned (for purposes of Section 16) by certain investors through ownership of limited partnership interests in Wengen Alberta, Limited Partnership ("Wengen"), upon redemption of such limited partnership interests, 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. (F13) The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of the Reporting Person's pecuniary interest therein. This filing shall not be deemed an admission that the Reporting Person is 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 by the Reporting Person of any securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise. (F6) Sterling Laureate Executives Fund, LP ("Sterling Executives Fund") directly holds shares of Class A Common Stock and previously indirectly beneficially owned shares of Class B Common Stock by virtue of its prior limited partnership interests in Wengen. 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, as memorialized in a memorandum of understanding, Mr. Becker does not share voting or investment power over these shares. (F7) Sterling Laureate Rollover, LP ("Sterling Rollover") directly holds shares of Class A Common Stock and previously indirectly beneficially owned shares of Class B Common Stock by virtue of its prior limited partnership interests in Wengen. 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, as memorialized in a memorandum of understanding, Mr. Becker does not share voting or investment power over these shares. |
| 7 | Common | Class A Common Stock | 2021-10-28 | C | A | 1,761,750 | — | 2,202,188 | I See footnotes | — | — | (F1) Upon distribution of shares of Class B common stock ("Class B Common Stock") of Laureate Education, Inc. (the "Issuer"), previously indirectly beneficially owned (for purposes of Section 16) by certain investors through ownership of limited partnership interests in Wengen Alberta, Limited Partnership ("Wengen"), upon redemption of such limited partnership interests, 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. (F13) The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of the Reporting Person's pecuniary interest therein. This filing shall not be deemed an admission that the Reporting Person is 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 by the Reporting Person of any securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise. (F8) SP-L Affiliate, LLC ("SP-L Affiliate") directly holds shares of Class A Common Stock and previously indirectly beneficially owned shares of Class B Common Stock by virtue of its prior limited partnership interests in Wengen. Messrs. Becker, Taslitz and Hoehn-Saric are the managers of SP-L Affiliate. (F9) Sterling Capital Partners II, L.P. ("SCP II LP") directly holds shares of Class A Common Stock and previously indirectly beneficially owned shares of Class B Common Stock by virtue of its prior limited partnership interests in Wengen. 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 SP II LLC, but, as memorialized in a memorandum of understanding, Mr. Becker does not share voting or investment power over these shares. |
| 8 | Common | Class A Common Stock | 2021-10-28 | C | A | 204,497 | — | 255,621 | I See footnotes | — | — | (F1) Upon distribution of shares of Class B common stock ("Class B Common Stock") of Laureate Education, Inc. (the "Issuer"), previously indirectly beneficially owned (for purposes of Section 16) by certain investors through ownership of limited partnership interests in Wengen Alberta, Limited Partnership ("Wengen"), upon redemption of such limited partnership interests, 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. (F7) Sterling Laureate Rollover, LP ("Sterling Rollover") directly holds shares of Class A Common Stock and previously indirectly beneficially owned shares of Class B Common Stock by virtue of its prior limited partnership interests in Wengen. 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, as memorialized in a memorandum of understanding, Mr. Becker does not share voting or investment power over these shares. (F13) The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of the Reporting Person's pecuniary interest therein. This filing shall not be deemed an admission that the Reporting Person is 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 by the Reporting Person of any securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise. (F8) SP-L Affiliate, LLC ("SP-L Affiliate") directly holds shares of Class A Common Stock and previously indirectly beneficially owned shares of Class B Common Stock by virtue of its prior limited partnership interests in Wengen. Messrs. Becker, Taslitz and Hoehn-Saric are the managers of SP-L Affiliate. |
| 9 | Derivative | Class B Common Stock | 2021-10-28 | C | D | 729,366 | $0.00 | 0 | I See footnotes | — · — to — | 729,366 Class A Common Stock | (F12) Represents shares of Class B Common Stock held directly by Wengen, whose general partner is Wengen Investments Limited ("Wengen GP"). Certain investors, including, but not limited to, certain investment funds and other persons affiliated with or managed by Sterling Fund Management, LLC (including the Reporting Person), Kohlberg Kravis Roberts & Co. L.P., Cohen Private Ventures, LLC, Bregal Investments, Inc. and Snow Phipps Group, LLC (collectively, the "Wengen Investors") have interests in the Issuer through Wengen. Certain Wengen Investors have designated representatives who serve on the board of directors of Wengen GP. (F9) Sterling Capital Partners II, L.P. ("SCP II LP") directly holds shares of Class A Common Stock and previously indirectly beneficially owned shares of Class B Common Stock by virtue of its prior limited partnership interests in Wengen. 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 SP II LLC, but, as memorialized in a memorandum of understanding, Mr. Becker does not share voting or investment power over these shares. (F13) The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of the Reporting Person's pecuniary interest therein. This filing shall not be deemed an admission that the Reporting Person is 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 by the Reporting Person of any securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise. (F11) 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. |
| 10 | Derivative | Class B Common Stock | 2021-10-28 | C | D | 1,788,082 | $0.00 | 0 | I See footnotes | — · — to — | 1,788,082 Class A Common Stock | (F12) Represents shares of Class B Common Stock held directly by Wengen, whose general partner is Wengen Investments Limited ("Wengen GP"). Certain investors, including, but not limited to, certain investment funds and other persons affiliated with or managed by Sterling Fund Management, LLC (including the Reporting Person), Kohlberg Kravis Roberts & Co. L.P., Cohen Private Ventures, LLC, Bregal Investments, Inc. and Snow Phipps Group, LLC (collectively, the "Wengen Investors") have interests in the Issuer through Wengen. Certain Wengen Investors have designated representatives who serve on the board of directors of Wengen GP. (F13) The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of the Reporting Person's pecuniary interest therein. This filing shall not be deemed an admission that the Reporting Person is 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 by the Reporting Person of any securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise. (F10) Sterling Capital Partners III, L.P. ("SCP III LP") directly holds shares of Class A Common Stock and previously indirectly beneficially owned shares of Class B Common Stock by virtue of its prior limited partnership interests in Wengen. 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 SP III LLC, but, as memorialized in a memorandum of understanding, Mr. Becker does not share voting or investment power over these shares. (F11) 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. |
| 11 | Derivative | Class B Common Stock | 2021-10-28 | C | D | 1,761,750 | $0.00 | 0 | I See footnotes | — · — to — | 1,761,750 Class A Common Stock | (F12) Represents shares of Class B Common Stock held directly by Wengen, whose general partner is Wengen Investments Limited ("Wengen GP"). Certain investors, including, but not limited to, certain investment funds and other persons affiliated with or managed by Sterling Fund Management, LLC (including the Reporting Person), Kohlberg Kravis Roberts & Co. L.P., Cohen Private Ventures, LLC, Bregal Investments, Inc. and Snow Phipps Group, LLC (collectively, the "Wengen Investors") have interests in the Issuer through Wengen. Certain Wengen Investors have designated representatives who serve on the board of directors of Wengen GP. (F13) The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of the Reporting Person's pecuniary interest therein. This filing shall not be deemed an admission that the Reporting Person is 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 by the Reporting Person of any securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise. (F8) SP-L Affiliate, LLC ("SP-L Affiliate") directly holds shares of Class A Common Stock and previously indirectly beneficially owned shares of Class B Common Stock by virtue of its prior limited partnership interests in Wengen. Messrs. Becker, Taslitz and Hoehn-Saric are the managers of SP-L Affiliate. (F11) 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. |
| 12 | Derivative | Class B Common Stock | 2021-10-28 | C | D | 418,421 | $0.00 | 0 | I See footnotes | — · — to — | 418,421 Class A Common Stock | (F12) Represents shares of Class B Common Stock held directly by Wengen, whose general partner is Wengen Investments Limited ("Wengen GP"). Certain investors, including, but not limited to, certain investment funds and other persons affiliated with or managed by Sterling Fund Management, LLC (including the Reporting Person), Kohlberg Kravis Roberts & Co. L.P., Cohen Private Ventures, LLC, Bregal Investments, Inc. and Snow Phipps Group, LLC (collectively, the "Wengen Investors") have interests in the Issuer through Wengen. Certain Wengen Investors have designated representatives who serve on the board of directors of Wengen GP. (F13) The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of the Reporting Person's pecuniary interest therein. This filing shall not be deemed an admission that the Reporting Person is 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 by the Reporting Person of any securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise. (F6) Sterling Laureate Executives Fund, LP ("Sterling Executives Fund") directly holds shares of Class A Common Stock and previously indirectly beneficially owned shares of Class B Common Stock by virtue of its prior limited partnership interests in Wengen. 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, as memorialized in a memorandum of understanding, Mr. Becker does not share voting or investment power over these shares. (F11) 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. |
| 13 | Derivative | Class B Common Stock | 2021-10-28 | C | D | 845 | $0.00 | 0 | I See footnotes | — · — to — | 845 Class A Common Stock | (F12) Represents shares of Class B Common Stock held directly by Wengen, whose general partner is Wengen Investments Limited ("Wengen GP"). Certain investors, including, but not limited to, certain investment funds and other persons affiliated with or managed by Sterling Fund Management, LLC (including the Reporting Person), Kohlberg Kravis Roberts & Co. L.P., Cohen Private Ventures, LLC, Bregal Investments, Inc. and Snow Phipps Group, LLC (collectively, the "Wengen Investors") have interests in the Issuer through Wengen. Certain Wengen Investors have designated representatives who serve on the board of directors of Wengen GP. (F3) Mr. Taslitz directly holds shares of Class A Common Stock and previously indirectly beneficially owned shares of Class B Common Stock by virtue of his prior limited partnership interests in Wengen, which are subject to the Founders' Agreement. (F2) Pursuant to an agreement (the "Founders' Agreement") among Steven M. Taslitz, Douglas L. Becker and R. Christopher 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. Each Sterling Founder controls the voting and disposition of the securities allocable to such Sterling Founder. (F13) The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of the Reporting Person's pecuniary interest therein. This filing shall not be deemed an admission that the Reporting Person is 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 by the Reporting Person of any securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise. (F11) 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. |
| 14 | Derivative | Class B Common Stock | 2021-10-28 | C | D | 880 | $0.00 | 0 | I See footnotes | — · — to — | 880 Class A Common Stock | (F4) Mr. Becker directly holds shares of Class A Common Stock and previously indirectly beneficially owned shares of Class B Common Stock by virtue of his prior limited partnership interests in Wengen, which are subject to the Founders' Agreement. In light of the Founders' Agreement, Mr. Taslitz may be deemed to indirectly beneficially own a portion of these shares in the Issuer. (F13) The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of the Reporting Person's pecuniary interest therein. This filing shall not be deemed an admission that the Reporting Person is 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 by the Reporting Person of any securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise. (F2) Pursuant to an agreement (the "Founders' Agreement") among Steven M. Taslitz, Douglas L. Becker and R. Christopher 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. Each Sterling Founder controls the voting and disposition of the securities allocable to such Sterling Founder. (F12) Represents shares of Class B Common Stock held directly by Wengen, whose general partner is Wengen Investments Limited ("Wengen GP"). Certain investors, including, but not limited to, certain investment funds and other persons affiliated with or managed by Sterling Fund Management, LLC (including the Reporting Person), Kohlberg Kravis Roberts & Co. L.P., Cohen Private Ventures, LLC, Bregal Investments, Inc. and Snow Phipps Group, LLC (collectively, the "Wengen Investors") have interests in the Issuer through Wengen. Certain Wengen Investors have designated representatives who serve on the board of directors of Wengen GP. (F11) 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. |
| 15 | Derivative | Class B Common Stock | 2021-10-28 | C | D | 704,672 | $0.00 | 331,649 | I See footnotes | — · — to — | 704,672 Class A Common Stock | (F12) Represents shares of Class B Common Stock held directly by Wengen, whose general partner is Wengen Investments Limited ("Wengen GP"). Certain investors, including, but not limited to, certain investment funds and other persons affiliated with or managed by Sterling Fund Management, LLC (including the Reporting Person), Kohlberg Kravis Roberts & Co. L.P., Cohen Private Ventures, LLC, Bregal Investments, Inc. and Snow Phipps Group, LLC (collectively, the "Wengen Investors") have interests in the Issuer through Wengen. Certain Wengen Investors have designated representatives who serve on the board of directors of Wengen GP. (F13) The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of the Reporting Person's pecuniary interest therein. This filing shall not be deemed an admission that the Reporting Person is 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 by the Reporting Person of any securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise. (F5) Sterling Laureate, LP ("Sterling Laureate") directly holds shares of Class A Common Stock and indirectly beneficially owns shares of Class B Common Stock by virtue of its limited partnership interests in Wengen. SP-L Management III, LLC ("SP-L Management III") is the general partner 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, as memorialized in a memorandum of understanding, Mr. Becker does not share voting or investment power over these shares. (F11) 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. |
| 16 | Derivative | Class B Common Stock | 2021-10-28 | C | D | 204,497 | $0.00 | 0 | I See footnotes | — · — to — | 204,497 Class A Common Stock | (F12) Represents shares of Class B Common Stock held directly by Wengen, whose general partner is Wengen Investments Limited ("Wengen GP"). Certain investors, including, but not limited to, certain investment funds and other persons affiliated with or managed by Sterling Fund Management, LLC (including the Reporting Person), Kohlberg Kravis Roberts & Co. L.P., Cohen Private Ventures, LLC, Bregal Investments, Inc. and Snow Phipps Group, LLC (collectively, the "Wengen Investors") have interests in the Issuer through Wengen. Certain Wengen Investors have designated representatives who serve on the board of directors of Wengen GP. (F7) Sterling Laureate Rollover, LP ("Sterling Rollover") directly holds shares of Class A Common Stock and previously indirectly beneficially owned shares of Class B Common Stock by virtue of its prior limited partnership interests in Wengen. 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, as memorialized in a memorandum of understanding, Mr. Becker does not share voting or investment power over these shares. (F13) The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of the Reporting Person's pecuniary interest therein. This filing shall not be deemed an admission that the Reporting Person is 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 by the Reporting Person of any securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise. (F11) 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. |