Sec Form 4 Filing - Snow Ian Kendell @ LAUREATE EDUCATION, INC. - 2023-05-24

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Snow Ian Kendell
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)
(Last) (First) (Middle)
545 MADISON AVENUE, 10TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
05/24/2023
(Street)
NEW YORK, NY10022
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Stock 05/24/2023 A 10,171 ( 1 ) A $ 0 43,589 ( 2 ) I See footnote ( 2 )
Common Stock 2,841,835 I See footnote ( 3 )
Common Stock 2,081,509 I See footnote ( 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Snow Ian Kendell
545 MADISON AVENUE
10TH FLOOR
NEW YORK, NY10022
X X
Snow Phipps Group, L.P.
545 MADISON AVENUE, 10TH FLOOR
NEW YORK, NY10022
X X
SPG Co-Investment, L.P.
545 MADISON AVENUE, 10TH FLOOR
NEW YORK, NY10022
X X
Snow Phipps Group (B), L.P.
545 MADISON AVENUE, 10TH FLOOR
NEW YORK, NY10022
X X
Snow Phipps Group (Offshore), L.P.
545 MADISON AVENUE, 10TH FLOOR
NEW YORK, NY10022
X X
Snow Phipps Group (RPV), L.P.
545 MADISON AVENUE, 10TH FLOOR
NEW YORK, NY10022
X X
Snow Phipps Group, LLC
545 MADISON AVENUE, 10TH FLOOR
NEW YORK, NY10022
X X
Signatures
See Exhibit 99.1 05/26/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects a grant of 2,542 shares of common stock and 7,629 restricted stock units ("RSUs") as part of the 2023 annual retainer for non-employee director service. The RSUs will vest as follows, provided that the Reporting Person continues to serve as a director of Laureate Education, Inc.: 2,543 RSUs vest on each of June 30, 2023, September 30, 2023 and December 31, 2023.
( 2 )Snow Phipps Group, LLC, Snow Phipps Group (Offshore), L.P., Snow Phipps Group (B), L.P., Snow Phipps Group, L.P ., and Snow Phipps Group (RPV), L.P. beneficially own such shares indirectly as a result of contractual arrangements with Mr. Snow. Mr. Snow disclaims beneficial ownership of the securities to the extent it exceeds his pecuniary interest therein and the inclusion of the securities in this report shall not be deemed to be an admission of beneficial ownership of the reported securities for the purposes of Section 16 of the Exchange Act or otherwise.
( 3 )Represents shares of Common Stock held directly by Wengen Alberta, Limited Partnership ("Wengen"), whose general partner is Wengen Investments Limited. Certain investors, including, but not limited to, certain investment funds and other persons affiliated with or managed by Sterling Fund Management, LLC, Cohen Private Ventures, LLC and Snow Phipps Group, LLC have interests in the Issuer through Wengen.
( 4 )Represents shares of Common Stock held directly by SPG GP, LLC, SPG Co-Investment, L.P., Snow Phipps Group (Offshore), L.P., Snow Phipps Group (B), L.P., Snow Phipps Group, L.P., Snow Phipps Group, LLC and Snow Phipps Group (RPV), L.P.

Remarks:
Exhibit 99.1 - Joint Filer Information and Signatures, incorporated herein by reference.

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