Sec Form 4 Filing - BECKER DOUGLAS L @ LAUREATE EDUCATION, INC. - 2021-10-28

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 BECKER DOUGLAS L 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) C/O STERLING PARTNERS, 650 S. EXETER STREET, #1100 3. Date of Earliest Transaction (MM/DD/YY) 10/28/2021 (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 Class A Common Stock 10/28/2021 C( 1 ) 880 A 33,864 ( 2 ) ( 3 ) ( 10 ) D Class A Common Stock 10/28/2021 C( 1 ) 845 A 14,675 ( 2 ) ( 4 ) ( 10 ) I See footnotes ( 2 ) ( 4 ) ( 10 ) Class A Common Stock 10/28/2021 C( 1 ) 1,761,750 A 2,202,188 ( 5 ) ( 10 ) I See footnotes ( 5 ) ( 10 ) Class A Common Stock 10/28/2021 C( 1 ) 729,366 A 913,707 ( 6 ) ( 10 ) I See footnotes ( 6 ) ( 10 ) Class A Common Stock 10/28/2021 C( 1 ) 1,788,082 A 2,235,103 ( 7 ) ( 10 ) I See footnotes ( 7 ) ( 10 )

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 ( 8 ) 10/28/2021 C( 1 ) 880 ( 8 ) ( 8 ) Class A Common Stock 880 $ 0 0 I See footnotes ( 2 ) ( 3 ) ( 9 ) ( 10 ) Class B Common Stock ( 8 ) 10/28/2021 C( 1 ) 845 ( 8 ) ( 8 ) Class A Common Stock 845 $ 0 0 I See footnotes ( 2 ) ( 4 ) ( 9 ) ( 10 ) Class B Common Stock ( 8 ) 10/28/2021 C( 1 ) 1,761,750 ( 8 ) ( 8 ) Class A Common Stock 1,761,750 $ 0 0 I See footnote ( 5 ) ( 9 ) ( 10 ) Class B Common Stock ( 8 ) 10/28/2021 C( 1 ) 729,366 ( 8 ) ( 8 ) Class A Common Stock 729,366 $ 0 0 I See footnotes ( 6 ) ( 9 ) ( 10 ) Class B Common Stock ( 8 ) 10/28/2021 C( 1 ) 1,788,082 ( 8 ) ( 8 ) Class A Common Stock 1,788,082 $ 0 0 I See footnotes ( 7 ) ( 9 ) ( 10 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BECKER DOUGLAS L C/O STERLING PARTNERS 650 S. EXETER STREET, #1100 BALTIMORE, MD21202 X Signatures /s/ M. Avi Epstein, attorney-in-fact for Douglas L. Becker 11/01/2021 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"), previously indirectly beneficially owned (for purposes of Section 16) by certain investors through ownership of limited partnership interests in Wengen Alberta, Limited Partnership ("Wengen"), upon redemption of such limited partnership interests, 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 )Pursuant to an agreement (the "Founders' Agreement") among Steven M. Taslitz, Douglas L. Becker and R. Christopher Hoehn-Saric and one other founder of Sterling (the "Sterling Founders"), the Sterling Founders share equally, on a net after-tax basis, in certain equity securities they receive in connection with services rendered by any of them to certain entities, including the Issuer. Each Sterling Founder controls the voting and disposition of the securities allocable to such Sterling Founder. ( 3 )Mr. Becker directly holds shares of Class A Common Stock and previously indirectly beneficially owned shares of Class B Common Stock by virtue of his prior limited partnership interests in Wengen, which are subject to the Founders' Agreement. ( 4 )Mr. Taslitz directly holds shares of Class A Common Stock and previously indirectly beneficially owned shares of Class B Common Stock by virtue of his prior limited partnership interests in Wengen, which are subject to the Founders' Agreement. In light of the Founders' Agreement, Mr. Becker may be deemed to indirectly beneficially own a portion of these shares in the Issuer. ( 5 )SP-L Affiliate, LLC ("SP-L Affiliate") directly holds shares of Class A Common Stock and previously indirectly beneficially owned shares of Class B Common Stock by virtue of its prior limited partnership interests in Wengen. Messrs. Becker, Taslitz and Hoehn-Saric are the managers of SP-L Affiliate. ( 6 )Sterling Capital Partners II, L.P. ("SCP II LP") directly holds shares of Class A Common Stock and previously indirectly beneficially owned shares of Class B Common Stock by virtue of its prior limited partnership interest in Wengen. SC Partners II, L.P. ("SC Partners II") is the general partner of SCP II LP, and Sterling Capital Partners II, LLC ("SCP II LLC") is the general partner of SC Partners II. Douglas L. Becker, Steven M. Taslitz and the Reporting Person are the managers of SCP II LLC, but, as memorialized in a memorandum of understanding, Mr. Becker does not share voting or investment power over these shares. ( 7 )Sterling Capital Partners III, L.P. ("SCP III LP") directly holds shares of Class A Common Stock and previously indirectly beneficially owned shares of Class B Common Stock by virtue of its prior limited partnership interest in Wengen. SC Partners III, L.P. ("SC Partners III") is the general partner of SCP III LP, and Sterling Capital Partners III, LLC ("SCP III LLC") is the general partner of SC Partners III. Douglas L. Becker, Steven M. Taslitz and the Reporting Person are the managers of SCP III LLC, but, as memorialized in a memorandum of understanding, Mr. Becker does not share voting or investment power over these shares. ( 8 )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. ( 9 )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 Person), 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 have designated representatives who serve on the board of directors of Wengen GP. ( 10 )The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of the Reporting Person's pecuniary interest therein. This filing shall not be deemed an admission that the 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.

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

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