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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
LAUREATE EDUCATION, INC.
(Name of Issuer)
Class A Common Stock, Par Value $0.004 Per Share
(Title of Class of Securities)
518613203
(CUSIP Number)
Jason M. Colombo
Point72 Asset Management, L.P.
72 Cummings Point Road
Stamford, CT 06902
(203) 890-2000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 17, 2019
(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 that is the subject of this
Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 240.13d-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).
SCHEDULE 13D
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CUSIP
No. 518613203
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Page 2 of 7 Pages
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1
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NAME OF REPORTING PERSON
CPV Partners, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
101,147,116 (see Item 5)
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
15,995,974 (see Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
101,147,116 (see Item 5)
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) |
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46.0% (see Item 5)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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SCHEDULE 13D
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CUSIP
No. 518613203
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Page 3 of 7 Pages
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1
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NAME OF REPORTING PERSON
Steven A. Cohen
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☒
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3
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SEC USE ONLY
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|||||
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4
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SOURCE OF FUNDS
AF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
0
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||||
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8
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SHARED VOTING POWER
101,162,980 (see Item 5)
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
16,011,838 (see Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
101,162,980 (see Item 5)
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46.0% (see Item 5)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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Explanatory Note:
This Amendment No. 5 to Schedule 13D (this “Amendment No. 5”)
amends the initial statement on Schedule 13D filed by Point72 Asset Management, L.P., Point72 Capital Advisors, Inc. and Steven A. Cohen (the “Initial Reporting Persons”) on February 16, 2017, as amended by
Amendment No. 1 filed by the Initial Reporting Persons on January 5, 2018, Amendment No. 2 filed by the Initial Reporting Persons and
Cohen Private Ventures, LLC (“Cohen Private Ventures”) on April
25, 2018, Amendment No. 3 filed by Steven A. Cohen and Cohen Private Ventures on November 21, 2018 and Amendment No. 4 filed by CPV
Partners, LLC (“CPV Partners”), Steven A. Cohen and Cohen Private Ventures on January 4, 2019. This Amendment No. 5 is being filed by Steven A. Cohen and CPV Partners (collectively, the “Reporting Persons”)
to report the sale on June 17, 2019 by Wengen Alberta, Limited Partnership (“Wengen”) of 10,955,000 shares of the 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”). 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 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended by adding the following:
On June
18, 2019, Wengen filed an amendment to its Schedule 13D related to the Class A Common Stock of the Issuer (the “June 2019 Wengen 13D/A”). As set forth in the June 2019 Wengen 13D/A,
Wengen sold 10,955,000 shares of Class A Common Stock on behalf of certain direct and indirect investors in Wengen. The Reporting Persons were not among the investors in Wengen who participated in such sale.
Item 5. Interest in Securities of the Issuer.
Items 5(a), (b) and (c) of the Schedule 13D are hereby amended and restated as follows:
The information set forth in Items 2, 3 and 6 of this Statement and the cover pages of this Statement is
hereby incorporated by reference into this Item 5.
a) and b) CPV Partners may be deemed to beneficially own an aggregate of 101,147,116 shares of Class A
Common Stock, which represents, in the aggregate, approximately 46.0% 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 (the “Exchange Act”), as a result of its indirect ownership of Class B Common Stock through Wengen. Steven A. Cohen may be deemed to beneficially own an aggregate of 101,162,980 shares of
Class A Common Stock, which represents, in the aggregate, approximately 46.0% of the outstanding shares of the Issuer’s Class A Common Stock, calculated pursuant to Rule 13d-3 of the Exchange Act, as a result of his indirect ownership of Class B
Common Stock through Wengen and Class B Common Stock and Class A Common Stock through entities which he controls.
Wengen beneficially owns an aggregate of 101,147,116 shares of Class B Common Stock, which are
convertible by Wengen on a one-for-one basis into shares of Class A Common Stock at the discretion of the general partner of Wengen or upon transfer, subject to the terms of the Issuer’s Amended and Restated Certificate of Incorporation. The
limited partnership interests in Wengen are held by certain investors, including the Wengen Investors. The general partner of Wengen is Wengen Investments Limited (“Wengen GP”), which is governed by a board of directors composed of Douglas L.
Becker and other representatives of the Wengen Investors. Pursuant to the provisions of the Wengen Securityholders Agreement (defined below), Wengen GP will vote the shares of 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, including the Reporting Persons, may be deemed to have shared voting power over the 101,147,116 shares of Class B Common Stock held directly by
Wengen. The Wengen Securityholders Agreement further provides each investor of Wengen with the ability to direct Wengen with respect to the portion of securities owned by Wengen attributable to such investor’s pro rata ownership interest in Wengen
with respect to voting on certain matters and disposition of such securities, subject to certain limitations. As a result of such provisions, of the 101,147,116 shares of Class B Common Stock held by Wengen, the Reporting Persons may be deemed to
have shared voting and investment power over 15,995,974 shares of Class B Common Stock owned directly by Wengen, equal to 7.3% of the total Common Stock.
Page 4 of 7
The above does not include additional shares of Class B Common Stock owned by employees, directors and
former employees and directors of the Issuer over which Wengen has been granted a voting proxy (but no rights with respect to conversion of such shares of Class B Common Stock into shares of Class A Common Stock) pursuant to Management Stockholders
Agreements, further described in Item 6 below.
Steven A. Cohen may be deemed to have shared voting and investment power over 15,864 aggregate shares of
Class A Common Stock and Class B Common Stock owned directly by an entity which is controlled by Steven A. Cohen, equal to less than 0.1% of the total Common Stock.
The aggregate percentage of beneficial ownership in this Statement for purposes of calculations under
Rule 13d-3 is based on an aggregate of 219,942,237 shares of Class A Common Stock, which includes (1) 118,788,623 outstanding shares of Class A Common Stock, in reliance on information contained in the final prospectus supplement filed by the
Issuer with the SEC on June 14, 2019 (the “Supplement”), and reflecting the consummation of the Issuer’s underwritten secondary public offering commenced
June 12, 2019, (2) 101,147,116 shares of Class A Common Stock that Wengen may acquire upon the conversion of the Class B Common Stock owned by Wengen and (3) 6,498 shares of Class A Common Stock that an entity controlled by Steven A. Cohen may
acquire upon the conversion of Class B Common Stock owned by such entity. The aggregate number of shares of the Issuer’s Class A Common Stock beneficially owned by the Reporting Persons as reported herein does not include any shares of Class A
Common Stock which may be received by holders of Class B Common Stock subject to proxies given by current and former directors and employees to Wengen to vote their shares of Class B Common Stock pursuant to the Management Stockholders Agreements
as described elsewhere in this Statement.
The Reporting Persons may be deemed to be the beneficial owner of the securities held directly by the
Wengen Investors and Wengen, in each case, as described more fully in this Statement.
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, the other Wengen Investors and certain of their affiliates have separately made Schedule 13D
filings reporting their beneficial ownership of shares of Class A Common Stock.
c) Except as set forth in this Statement, none of the Reporting Persons, or, to the best knowledge of
the Reporting Persons, any other person named in Item 2 has engaged in any transaction in any shares of the Issuer’s Class A Common Stock during the past 60 days.
Page 5 of 7
CPV Holdings, LLC (“CPV
Holdings”) was awarded 3,031 shares of the Issuer’s Class A Common Stock on May 22, 2019 at a price of $16.50 per share pursuant to the Issuer’s non-employee director compensation program in connection with the service as a director
of the Issuer by an employee of an affiliate of CPV Holdings. Steven A. Cohen is the managing member of CPV Holdings and may be deemed to beneficially own the securities held by CPV Holdings. Steven A. Cohen reported the acquisition of
these shares by CPV Holdings on a Form 4 filed on May 24, 2019.
Page 6 of 7
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned,
severally and not jointly, certifies that the information set forth in this statement is true, complete and correct.
Dated: June 19, 2019
CPV PARTNERS, LLC
By: /s/ Andrew B. Cohen
Name: Andrew B. Cohen
Title: Authorized Person
Title: Authorized Person
STEVEN A. COHEN
By: /s/ Jason M. Colombo
0;
Name: Jason M. Colombo
Title: Authorized Person
Page 7 of 7