Form 4 for LAUR LAUREATE EDUCATION, INC.
Accepted 2021-11-01 00:00:00 ET · period of report 2021-10-28 · accession 0001104659-21-132543 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2021-11-01 | 2021-10-28 | LAUR | Wengen Investments LTD | 10% | J - Other | — | -48.06M | 0 | -100% | — |
| D | 2021-11-01 | 2021-10-28 | LAUR | Wengen Investments LTD | 10% | C - Cnv Deriv | — | +48.06M | 48.06M | New | — |
| D | 2021-11-01 | 2021-10-28 | LAUR | Wengen Investments LTD | 10% | C - Cnv Deriv | $0.00 | -48.06M | 20.86M | -70% | $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 | J | D | 48,062,109 | — | 0 | D | — | — | (F2) Upon distribution of shares of Class B Common Stock, 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 on a one-for-one basis (the "Distribution"). (F5) Represents shares 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., CPV Partners, LLC, Sterling Fund Management, LLC and Snow Phipps Group, LLC (collectively, the "Wengen Investors"), have interests in the Issuer through Wengen. Each of the Wengen GP and the holders of interests in Wengen (including the Wengen Investors) disclaims beneficial ownership of the securities held by Wengen except to the extent of its pecuniary interest therein. |
| 2 | Common | Class A Common Stock | 2021-10-28 | C | A | 48,062,109 | — | 48,062,109 | D | — | — | (F1) Represents the number of shares that were acquired upon conversion of Class B Common Stock ("Class B Common Stock") of Laureate Education, Inc. (the "Issuer") to Class A Common Stock of the Issuer ("Class A Common Stock"). (F4) An aggregate of 48,062,109 shares of Class B Common Stock converted automatically into 48,062,109 shares of Class A Common Stock in the Distribution. (F5) Represents shares 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., CPV Partners, LLC, Sterling Fund Management, LLC and Snow Phipps Group, LLC (collectively, the "Wengen Investors"), have interests in the Issuer through Wengen. Each of the Wengen GP and the holders of interests in Wengen (including the Wengen Investors) disclaims beneficial ownership of the securities held by Wengen except to the extent of its pecuniary interest therein. |
| 3 | Derivative | Class B Common Stock | 2021-10-28 | C | D | 48,062,109 | $0.00 | 20,855,584 | D | — · — to — | 48,062,109 Class A Common Stock | (F5) Represents shares 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., CPV Partners, LLC, Sterling Fund Management, LLC and Snow Phipps Group, LLC (collectively, the "Wengen Investors"), have interests in the Issuer through Wengen. Each of the Wengen GP and the holders of interests in Wengen (including the Wengen Investors) disclaims beneficial ownership of the securities held by Wengen except to the extent of its pecuniary interest therein. (F3) 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. |