Sec Form 4 Filing - Bregal Europe Co-Investment Limited Partnership @ LAUREATE EDUCATION, INC. - 2018-11-20

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 Bregal Europe Co-Investment Limited Partnership 2. Issuer Name and Ticker or Trading Symbol LAUREATE EDUCATION, INC. [ LAUR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) QUARTERMILE ONE, 15 LAURISTON PLACE 3. Date of Earliest Transaction (MM/DD/YY) 11/20/2018 (Street) EDINBURGH, X0EH3 9EP 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 Class A Common Stock 11/20/2018 C 11,095,406 ( 1 ) A $ 0 11,095,406 I By Wengen Alberta, Limited Partnership ( 2 ) Class A Common Stock 11/20/2018 S 11,095,406 ( 3 ) D $ 13.44 0 I By Wengen Alberta, Limited Partnership ( 2 ) Class A Common Stock 11,773 ( 4 ) 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 Class B Common Stock ( 4 ) 11/20/2018 C 11,095,406 ( 5 ) ( 5 ) Class A Common Stock ( 6 ) 11,095,406 $ 0 820,004 ( 7 ) I By Wengen Alberta, Limited Partnership ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bregal Europe Co-Investment Limited Partnership QUARTERMILE ONE, 15 LAURISTON PLACE EDINBURGH, X0EH3 9EP X Bregal General Partner Jersey Ltd QUARTERMILE ONE, 15 LAURISTON PLACE EDINBURGH, X0EH3 9EP X Signatures BREGAL EUROPE CO-INVESTMENT LIMITED PARTNERSHIP /s/ Michelle Riley, Attorney-in-Fact 11/23/2018 Signature of Reporting Person Date BREGAL GENERAL PARTNER JERSEY LIMITED /s/ Michelle Riley, Attorney-in-Fact 11/23/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the number of shares that were acquired upon the conversion of Class B common stock of Laureate Education, Inc. (the "Issuer") to Class A common stock of the Issuer. ( 2 )Shares of Class A common stock were held directly by Wengen Alberta, Limited Partnership ("Wengen"). Wengen Investments Limited ("Wengen GP") is the general partner of Wengen. Certain investors, including, but not limited to, certain investment funds and other persons affiliated with or managed by Kohlberg Kravis Roberts & Co. L.P., Cohen Private Ventures, LLC, Bregal Investments, Inc., StepStone Group LP, Sterling Fund Management, LLC and Snow Phipps Group, LLC (collectively, the "Wengen Investors") have interests in the Issuer through Wengen. The reporting persons and certain of the other Wengen Investors have designated representatives who serve as the members of the board of directors of Wengen GP. ( 3 )The shares of Class A Common Stock were sold in an underwritten public offering in which Wengen was the sole selling stockholder. ( 4 )Represents shares of Class A Common Stock of the Issuer owned directly by Bregal Investments, Inc. ( 5 )Each share of Class B Common Stock is convertible into one share of Class A common stock upon the election of the holder or upon transfer, subject to the terms of the Issuer's Amended and Restated Certificate of Incorporation. ( 6 )An aggregate of 11,095,406 shares of Class B common stock was converted automatically into 11,095,406 shares of Class A common stock upon transfer to the underwriters in connection with the public offering. ( 7 )Shares of Class B common stock are held directly by Wengen. Bregal Europe Co-Investment Limited Partnership may be deemed to indirectly beneficially own these shares of Class B common stock by virtue of the limited partnership interests it holds in Wengen and its ability to direct Wengen with respect to certain voting and disposition of these shares. The General Partner of Bregal Europe Co-Investment Limited Partnership is Bregal General Partner Jersey Limited. The reporting persons are Bregal Europe Co-Investment Limited Partnership and Bregal General Partner Jersey Limited. Each of the reporting persons disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

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).

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