SEC FORM 4

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

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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^*

Taslitz Steven

(Last)

(First)

(Middle)

C/O STERLING PARTNERS

401 N. MICHIGAN AVE., SUITE 3300

(Street)

CHICAGO

60611

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/30/2018

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

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

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

Table I - Non-Derivative Securities 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$17.44⁽¹⁾	03/30/2018		A		45,843⁽¹⁾⁽²⁾⁽³⁾⁽⁷⁾		⁽¹⁾⁽³⁾	10/02/2023	Class B Common Stock⁽¹⁾	45,843⁽¹⁾⁽²⁾⁽³⁾⁽⁷⁾	$0	802,211⁽¹⁾⁽⁴⁾⁽⁷⁾	I	See footnotes.⁽²⁾⁽³⁾⁽⁷⁾
Performance Share Units	⁽⁵⁾	03/30/2018		M			36,253⁽²⁾⁽⁶⁾	⁽⁶⁾	⁽⁶⁾	Class B Common Stock⁽¹⁾	36,253⁽²⁾⁽⁶⁾	$0	0	I	See footnotes.⁽²⁾⁽⁶⁾⁽⁷⁾
Class B Common Stock	⁽¹⁾	03/30/2018		M		36,253⁽²⁾⁽⁶⁾⁽⁷⁾		⁽⁶⁾	⁽⁶⁾	Class A Common Stock	36,253⁽²⁾⁽⁶⁾⁽⁷⁾	$0	125,724⁽²⁾⁽⁶⁾⁽⁷⁾	I	See footnotes.⁽²⁾⁽⁶⁾⁽⁷⁾

Explanation of Responses:

1. Each share of Class B Common Stock ("Class B Common Stock") of Laureate Education, Inc. ("Laureate") is convertible into one share of Class A Common Stock of Laureate upon the election of the holder or upon transfer, subject to the terms of Laureate's Amended and Restated Certificate of Incorporation.

2. Pursuant to an agreement (the "Founders' Agreement") among Douglas L. Becker, Steven M. Taslitz, 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 Laureate. Each Sterling Founder controls the voting and disposition of the securities allocable to such Sterling Founder.

3. Represents an option with respect to 45,843 shares of Class B Common Stock (the "Shares") issued to Mr. Becker pursuant to Mr. Becker's Stock Option Agreement, dated October 2, 2013 (the "Stock Option Agreement"), that vested on March 30, 2018 following determination by the Compensation Committee of Laureate's Board of Directors of Laureate's achievement of the applicable performance conditions. In light of the Founders' Agreement, Mr. Taslitz may be deemed to indirectly beneficially own a portion of such option. Each of Messrs. Becker and Hoehn-Saric, who also may be deemed to indirectly beneficially own a portion of such option, has made a separate Form 4 filing with respect to the vesting of this option with respect to the Shares.

4. Represents the aggregate number of shares of Class B Common Stock underlying vested options awarded pursuant to the Stock Option Agreement (including time-based and performance-based options). This figure consolidates the shares of Class B Common Stock subject to the options reported at footnote 2 of the reporting person's Form 3 with the Shares subject to the vested option reported herein.

5. Each Performance Share Unit (each, a "PSU") represents the right to receive one share of Class B Common Stock.

6. On October 2, 2013, Mr. Becker was granted 181,265 PSUs, vesting in five equal tranches dependent upon Laureate achieving the applicable Equity Value Target as set forth in the applicable Performance Share Units Notice. 36,253 PSUs vested on March 30, 2018. In light of the Founders' Agreement, Mr. Taslitz may be deemed to indirectly beneficially own a portion of the shares of Class B Common Stock issued upon the conversion of the PSUs. Each of Messrs. Becker and Hoehn-Saric, who also may be deemed to indirectly beneficially own a portion of the shares of Class B Common Stock issued upon the conversion of the PSUs, has made a separate Form 4 filing with respect to the issuance of such shares of Class B Common Stock.

7. The reporting person disclaims beneficial ownership of the securities reported herein, except to the extent of the reporting person's pecuniary interest therein. 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, as amended, or otherwise.

	/s/ M. Avi Epstein, attorney-in-fact for Steven M. Taslitz	04/03/2018
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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