Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 5-exit filing)*
| Laureate Education, Inc. |
|
(Name of Issuer)
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| Class A Common Stock, $0.004 par value per share |
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(Title of Class of Securities)
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| 518613203 |
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(CUSIP Number)
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| December 31, 2019 |
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* 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 the disclosures provided in a prior cover page.
The information required in 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).
| CUSIP No. 518613203 | |||||
| (1) Names of Reporting Persons | |||||
| Melvin Capital Management LP | |||||
| (2) Check the Appropriate Box if a Member of a Group | (a) [ ] | ||||
| (b) [ ] | |||||
| (3) SEC Use Only | |||||
| (4) Citizenship or Place of Organization | |||||
| Delaware, USA | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With | |||||
| (5) Sole Voting Power: | 0 | ||||
| (6) Shared Voting Power: | 602,864* | ||||
| (7) Sole Dispositive Power: | 0 | ||||
| (8) Shared Dispositive Power: | 602,864* | ||||
| (9) Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
| 602,864* | |||||
| (10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): | |||||
| [ ] | |||||
| (11) Percent of Class Represented by Amount in Row (9) | |||||
| 0.5%* | |||||
| (12) Type of Reporting Person | |||||
| IA | |||||
* See Item 4 for additional information.
| CUSIP No. 518613203 | |||||
| (1) Names of Reporting Persons | |||||
| Melvin Capital Master Fund Ltd | |||||
| (2) Check the Appropriate Box if a Member of a Group | (a) [ ] | ||||
| (b) [ ] | |||||
| (3) SEC Use Only | |||||
| (4) Citizenship or Place of Organization | |||||
| Cayman Islands | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With | |||||
| (5) Sole Voting Power: | 0 | ||||
| (6) Shared Voting Power: | 0 | ||||
| (7) Sole Dispositive Power: | 0 | ||||
| (8) Shared Dispositive Power: | 0 | ||||
| (9) Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
| 0 | |||||
| (10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): | |||||
| [ ] | |||||
| (11) Percent of Class Represented by Amount in Row (9) | |||||
| 0% | |||||
| (12) Type of Reporting Person | |||||
| CO | |||||
| Item 1(a). Name Of Issuer: | |
| Laureate Education, Inc. (the “Issuer”) | |
| Item 1(b). Address of Issuer’s Principal Executive Offices: | |
|
650 South Exeter Street Baltimore, MD 21202
| |
| Item 2(a). Name of Person Filing: | |
| This report on Schedule 13G is being jointly filed by (i) Melvin Capital Management LP, a Delaware limited partnership (the “Firm”) and (ii) Melvin Capital Master Fund Ltd, a Cayman Islands exempted company (“Melvin Master”, and, together with the Firm, the “Reporting Persons”). | |
| Item 2(b). Address of Principal Business Office or, if None, Residence: | |
| The address for the Reporting Persons is: 535 Madison Avenue, 22nd Floor, New York, NY 10022. | |
| Item 2(c). Citizenship: | |
| The Firm is organized under the laws of the State of Delaware. Melvin Master is organized under the laws of the Cayman Islands. | |
| Item 2(d). Title of Class of Securities: | |
| Class A Common Stock, par value $0.004 per share (the “Common Stock”). | |
| Item 2(e). CUSIP No.: | |
| 518613203 | |
| Item 3. If This Statement Is Filed Pursuant to Section 240.13d-1(b) or 240.13d-2(b) or (c), check whether the Person Filing is a: | |
| Not Applicable. | |
| Item 4. Ownership | |
|
Information with respect to Melvin Capital Management LP’s (the “Firm”) and Melvin Capital Master Fund Ltd’s (“Melvin Master”) ownership of the Common Stock as of December 31, 2019 is incorporated by reference to items (5) - (9) and (11) of the respective cover page of the Firm and Melvin Master.
The Firm is the investment manager to Melvin Master, a Cayman Islands exempted company, Melvin Capital Onshore LP, a Delaware limited partnership (“Melvin Onshore”) and one or more managed accounts (the “Managed Accounts”).
As of December 31, 2019, the Firm, as the investment manager to the Managed Accounts, may be deemed to beneficially own an aggregate of 602,864 shares of Common Stock of the Issuer held by the Managed Accounts. Gabriel Plotkin is the managing member of the general partner of the Firm and exercises investment discretion with respect to these securities. Ownership is based on 127,753,927 shares of Common Stock reported as issued and outstanding in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 6, 2019. | |
| Item 5. Ownership of Five Percent or Less of a Class | |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X]. | |
| Item 6. Ownership of More Than Five Percent on Behalf of Another Person | |
| Not Applicable. | |
| Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person | |
| Not Applicable. | |
| Item 8. Identification and Classification of Members of the Group | |
| Not Applicable. | |
| Item 9. Notice of Dissolution of Group | |
| Not Applicable. | |
| Item 10. Certification | |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. | |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: February 14, 2020 | |||
| MELVIN CAPITAL MANAGEMENT LP | |||
| By: | /s/ Evan Cohen | ||
| Name: Evan Cohen | |||
| Title: Chief Compliance Officer | |||
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Melvin Capital Master Fund Ltd By: Melvin Capital Management LP, its Investment Manager |
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| By: | /s/ Evan Cohen | ||
| Name: Evan Cohen | |||
| Title: Chief Compliance Officer | |||
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)
Exhibit Index
| Exhibit |
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1. Joint Filing Agreement dated as of February 15, 2019, by and between Melvin Capital Management LP and Melvin Capital Master Fund Ltd. (incorporated by reference to Exhibit 1 to the Schedule 13G filed with the Securities and Exchange Commission on February 15, 2019).
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