Sec Form 4/A Filing - APPADOO RAPH @ LAUREATE EDUCATION, INC. - 2007-08-17

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FORM 4/A
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
APPADOO RAPH
2. Issuer Name and Ticker or Trading Symbol
LAUREATE EDUCATION, INC. [ LAUR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President
(Last) (First) (Middle)
650 SOUTH EXETER STREET
3. Date of Earliest Transaction (MM/DD/YY)
08/17/2007
(Street)
BALTIMORE, MD21202
4. If Amendment, Date Original Filed (MM/DD/YY)
08/17/2007
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 08/17/2007 D( 1 ) 14,298 ( 1 ) ( 3 ) D $ 62 0 D
Common Stock 0 ( 4 ) I Held in Company 401(k) Plan
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
Options $ 3.33 08/17/2007 D( 5 ) 249,741 ( 2 ) ( 2 ) Common Stock 249,741 $ 58.67 ( 5 ) 0 D
Options $ 17.54 08/17/2007 D( 5 ) 138,750 ( 2 ) ( 2 ) Common Stock 138,750 $ 44.46 ( 5 ) 0 D
Options $ 46.37 08/17/2007 D( 5 ) 100,000 ( 2 ) ( 2 ) Common Stock 100,000 $ 15.63 ( 5 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
APPADOO RAPH
650 SOUTH EXETER STREET
BALTIMORE, MD21202
President
Signatures
Raph Appadoo 08/22/2007
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Upon the effectiveness of the merger of L Curve Sub Inc. with and into the Issuer on August 17, 2007, all shares of Issuer stock held by Mr. Appadoo were cancelled in exchange for his right to receive merger consideration of $62 per share. A Form 4 was filed for this transaction on August 22, 2007.
( 2 )Not applicable. Upon the effectivemnss of the merger of L Curve Sub Inc. with and into the Issuer on August 17, 2007, all outstanding options of Issuer were cancelled.
( 3 )The original filing made in connection with this disposition failed to account for the 8,202 shares which had been cancelled on July 12, 2007 in order to pay taxes in connection with the vesting of 22,500 shares of restricted stock upon change of control of the Issuer.
( 4 )The original filing made in connection with this disposition failed to account for the fact that Mr. Appadoo had tendered the shares of stock held in his 401(k) Plan account on July 6, 2007. A Form 4 was filed on July 10, 2007 to report this tender.
( 5 )Upon effectiveness of the merger of L Curve Sub Inc. with and into the Issuer on August 17, 2007, all vested and exercisable options to purchase shares of Issuer were cancelled in exchange for the holder's right to receive cash consideration for each option in an amount equal to the difference between $62 and the per option exercise price, which consideration will be paid to the holder on or before August 24, 2007.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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