Sec Form 4 Filing - Nickel Daniel @ LAUREATE EDUCATION, INC. - 2007-07-12

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Nickel Daniel
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)
EVP, Corporate Operations
(Last) (First) (Middle)
650 SOUTH EXETER STREET
3. Date of Earliest Transaction (MM/DD/YY)
07/12/2007
(Street)
BALTIMORE, MD21202
4. If Amendment, Date Original Filed (MM/DD/YY)
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 07/12/2007 F( 1 ) 7,416 D $ 61.95 22,584 D
Common Stock 08/17/2007 S 12,584 D $ 62 10,000 D
Common Stock 08/17/2007 S 10,000 D $ 62 ( 2 ) 0 D
Common Stock 08/17/2007 J( 2 ) 135,076 A $ 4.59 ( 2 ) 135,076 D
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
Stock options (rt to buy) $ 45.88 08/17/2007 D( 3 ) 20,000 ( 4 ) ( 4 ) Common stock 20,000 $ 16.12 ( 3 ) 0 D
Stock options (rt to buy) $ 46.38 08/17/2007 D( 3 ) 40,000 ( 4 ) ( 4 ) Common Stock 40,000 $ 15.62 ( 3 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Nickel Daniel
650 SOUTH EXETER STREET
BALTIMORE, MD21202
EVP, Corporate Operations
Signatures
Daniel Nickel 08/22/2007
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On July 12, 2007, 7,416 shares of Issuer stock then held by Mr. Nickel was cancelled to pay taxes due in connection with the vesting, upon change of control of the Issuer, of restricted stock of the Issuer held by Mr. Nickel.
( 2 )Immediately prior to the effectiveness of the merger of L Curve Sub Inc. with and into the Issuer, Mr. Nickel sold these shares to Wengen Alberta, Limited Partnership, the parent company of the Issuer, as of the effectiveness of the Merger. Immediately subsequent to the effectiveness of the merger Mr. Nickel was issued 135,076 shares of the Issuer. Based on post-merger capitalization of the Issuer, the 135,076 shares have a value to Mr. Nickel equivalent to the value of selling 10,000 shares at $62 per share.
( 3 )Upon the 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. Upon change of control of the Issuer in July 2007, all options held by Mr. Nickel became vested and exercisable.
( 4 )Not applicable. Upon the effectiveness of the merger of L Curve Sub Inc. with and into the Issuer on August 17, 2007, all outstanding options of Issuer were cancelled.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.