Sec Form 4 Filing - SP-L Affiliate, LLC @ LAUREATE EDUCATION, INC. - 2021-03-26

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 SP-L Affiliate, LLC 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) C/O STERLING PARTNERS, 401 N. MICHIGAN AVE., SUITE 3300 3. Date of Earliest Transaction (MM/DD/YY) 03/26/2021 (Street) CHICAGO, IL60611 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 03/26/2021 C( 1 ) 259,081 A 259,081 ( 2 ) ( 9 ) I See footnotes. ( 2 ) ( 9 ) Class A Common Stock 03/26/2021 C( 1 ) 104,605 A 104,605 ( 3 ) ( 9 ) I See footnotes. ( 3 ) ( 9 ) Class A Common Stock 03/26/2021 C( 1 ) 51,124 A 51,124 ( 4 ) ( 9 ) I See footnotes. ( 4 ) ( 9 ) Class A Common Stock 03/26/2021 C( 1 ) 440,438 A 440,438 ( 5 ) ( 9 ) I See footnotes. ( 5 ) ( 9 )

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 ( 6 ) 03/26/2021 C( 1 ) 259,081 ( 6 ) ( 6 ) Class A Common Stock 259,081 $ 0 1,036,324 I See footnotes. ( 2 ) ( 7 ) ( 8 ) ( 9 ) Class B Common Stock ( 6 ) 03/26/2021 C( 1 ) 104,605 ( 6 ) ( 6 ) Class A Common Stock 104,605 $ 0 418,423 I See footnotes. ( 3 ) ( 7 ) ( 8 ) ( 9 ) Class B Common Stock ( 6 ) 03/26/2021 C( 1 ) 51,124 ( 6 ) ( 6 ) Class A Common Stock 51,124 $ 0 204,498 I See footnotes. ( 4 ) ( 7 ) ( 8 ) ( 9 ) Class B Common Stock ( 6 ) 03/26/2021 C( 1 ) 440,438 ( 6 ) ( 6 ) Class A Common Stock 440,438 $ 0 1,761,755 I See footnotes. ( 5 ) ( 7 ) ( 8 ) ( 9 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SP-L Affiliate, LLC C/O STERLING PARTNERS 401 N. MICHIGAN AVE., SUITE 3300 CHICAGO, IL60611 X X SP-L Parent, LLC C/O STERLING PARTNERS, 401 N. MICHIGAN SUITE 3300 CHICAGO, IL60611 X X SP-L Management III, LLC C/O STERLING PARTNERS, 401 N. MICHIGAN SUITE 3300 CHICAGO, IL60611 X X Sterling Laureate, LP C/O STERLING PARTNERS, 401 N. MICHIGAN SUITE 3300 CHICAGO, IL60611 X X SP-L Management IV, LLC C/O STERLING PARTNERS, 401 N. MICHIGAN SUITE 3300 CHICAGO, IL60611 X X Sterling Laureate Executives Fund, LP C/O STERLING PARTNERS, 401 N. MICHIGAN SUITE 3300 CHICAGO, IL60611 X X SP-L Management V, LLC C/O STERLING PARTNERS, 401 N. MICHIGAN SUITE 3300 CHICAGO, IL60611 X X Sterling Laureate Rollover, LP C/O STERLING PARTNERS, 401 N. MICHIGAN SUITE 3300 CHICAGO, IL60611 X X Signatures /s/ M. Avi Epstein, attorney-in-fact for SP-L Parent, LLC 03/30/2021 Signature of Reporting Person Date /s/ M. Avi Epstein, attorney-in-fact for SP-L Management III, LLC 03/30/2021 Signature of Reporting Person Date /s/ M. Avi Epstein, attorney-in-fact for Sterling Laureate, LP 03/30/2021 Signature of Reporting Person Date /s/ M. Avi Epstein, attorney-in-fact for SP-L Management IV, LLC 03/30/2021 Signature of Reporting Person Date /s/ M. Avi Epstein, attorney-in-fact for Sterling Laureate Executives Fund, LP 03 /30/2021 Signature of Reporting Person Date /s/ M. Avi Epstein, attorney-in-fact for SP-L Management V, LLC 03/30/2021 Signature of Reporting Person Date /s/ M. Avi Epstein, attorney-in-fact for Sterling Laureate Rollover, LP 03/30/2021 Signature of Reporting Person Date /s/ M. Avi Epstein, attorney-in-fact for SP-L Affiliate, LLC 03/30/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Upon distribution of shares of Class B common stock ("Class B Common Stock") of Laureate Education, Inc. (the "Issuer") by Wengen Alberta, Limited Partnership ("Wengen") to its investors pro rata based on their respective ownership interest in Wengen, such shares of Class B Common Stock automatically converted into shares of Class A common stock of the Issuer ("Class A Common Stock") on a one-for-one basis. ( 2 )Sterling Laureate, LP ("Sterling Laureate") directly holds shares of Class A Common Stock and indirectly beneficially owns shares of Class B Common Stock by virtue of its limited partnership interests in Wengen. SP-L Management III, LLC ("SP-L Management III") is the general partner Sterling Laureate, and SP-L Parent, LLC ("SP-L Parent") is the general partner of SP-L Management III. Steven M. Taslitz, Douglas L. Becker and R. Christopher Hoehn-Saric are the managers of SP-L Parent, but, as memorialized in a memorandum of understanding, Mr. Becker does not share voting or investment power over these shares. ( 3 )Sterling Laureate Executives Fund, LP ("Sterling Executives Fund") directly holds shares of Class A Common Stock and indirectly beneficially owns shares of Class B Common Stock by virtue of its limited partnership interests in Wengen. SP-L Management IV, LLC ("SP-L Management IV") is the general partner of Sterling Executives Fund, and SP-L Parent is the general partner of SP-L Management IV. Messrs. Becker, Taslitz and Hoehn-Saric are the managers of SP-L Parent, but, as memorialized in a memorandum of understanding, Mr. Becker does not share voting or investment power over these shares. ( 4 )Sterling Laureate Rollover, LP ("Sterling Rollover") directly holds shares of Class A Common Stock and indirectly beneficially owns shares of Class B Common Stock by virtue of its limited partnership interests in Wengen. SP-L Management V, LLC ("SP-L Management V") is the general partner of Sterling Rollover, and SP-L Parent is the general partner of SP-L Management V. Messrs. Becker, Taslitz and Hoehn-Saric are the managers of SP-L Parent, but, as memorialized in a memorandum of understanding, Mr. Becker does not share voting or investment power over these shares. ( 5 )SP-L Affiliate, LLC ("SP-L Affiliate") directly holds shares of Class A Common Stock and indirectly beneficially owns shares of Class B Common Stock by virtue of its limited partnership interests in Wengen. Messrs. Becker, Taslitz and Hoehn-Saric are the managers of SP-L Affiliate. ( 6 )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. ( 7 )Represents shares of Class B Common Stock held directly by Wengen, whose general partner is Wengen Investments Limited ("Wengen GP"). Certain investors, including, but not limited to, certain investment funds and other persons affiliated with or managed by Sterling Fund Management, LLC (including the Reporting Persons), Kohlberg Kravis Roberts & Co. L.P., Cohen Private Ventures, LLC, Bregal Investments, Inc. and Snow Phipps Group, LLC (collectively, the "Wengen Investors") have interests in the Issuer through Wengen. Certain Wengen Investors (including the Reporting Persons) have designated representatives who serve on the board of directors of Wengen GP. ( 8 )Mr. Taslitz serves as a designated representative of the Reporting Persons on the board of directors of the Issuer pursuant to a securityholders agreement. ( 9 )Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. This filing shall not be deemed an admission that any Reporting Person is subject to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership by such Reporting Person of any securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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