Sec Form 4 Filing - Sterling Capital Partners II L P @ 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 Sterling Capital Partners II L P 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, 401 N. MICHIGAN AVE., SUITE 3300 3. Date of Earliest Transaction (MM/DD/YY) 10/28/2021 (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 10/28/2021 C( 1 ) 729,366 A 913,707 ( 2 ) ( 6 ) D ( 2 ) ( 6 ) Class A Common Stock 10/28/2021 C( 1 ) 1,788,082 A 2,235,103 ( 3 ) ( 6 ) D ( 3 ) ( 6 )

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 ) 10/28/2021 C( 1 ) 729,366 ( 4 ) ( 4 ) Class A Common Stock 729,366 $ 0 0 I See footnotes ( 2 ) ( 5 ) ( 6 ) Class B Common Stock ( 4 ) 10/28/2021 C( 1 ) 1,788,082 ( 4 ) ( 4 ) Class A Common Stock 1,788,082 $ 0 0 I See footnotes ( 3 ) ( 5 ) ( 6 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sterling Capital Partners II L P C/O STERLING PARTNERS 401 N. MICHIGAN AVE., SUITE 3300 CHICAGO, IL60611 X SC Partners II, L.P. C/O STERLING PARTNERS, 401 N. MICHIGAN SUITE 3300 CHICAGO, IL60611 X Sterling Capital Partners II, LLC C/O STERLING PARTNERS, 401 N. MICHIGAN SUITE 3300 CHICAGO, IL60611 X STERLING CAPITAL PARTNERS III LP C/O STERLING PARTNERS 1033 SKOKIE BLVD, SUITE 600 NORTHBROOK, IL60062 X SC Partners III, L.P. C/O STERLING PARTNERS 401 NORTH MICHIGAN, SUITE 3300 CHICAGO, IL60611 X Sterling Capital Partners III, LLC C/O STERLING PARTNERS 401 NORTH MICHIGAN, SUITE 3300 CHICAGO, IL60611 X Signatures /s/ M. Avi Epstein, attorney-in-fact for Sterling Capital Partners II, L.P. 11/01/2021 Signature of Reporting Person Date /s/ M. Avi Epstein, attorney-in-fact for SC Partners II, L.P. 11/01/2021 Signature of Reporting Person Date /s/ M. Avi Epstein, attorney-in-fact for Sterling Capital Partners II, LLC 11/01/2021 Signature of Reporting Person Date /s/ M. Avi Epstein, attorney-in-fact for Sterling Capital Partners III, L.P. 11/01/2021 Signature of Reporting Person Date /s/ M. Avi Epstein, attorney-in-fact for SC Partners III, L.P. 11/01/2021 Signature of Reporting Person Date /s/ M. Avi Epstein, attorney-in-fact for Sterling Capital Partners III, LLC 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 )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 interests in Wengen. SC Partners II, L.P. ("SC Partners II") is the sole general partner of SCP II LP, and Sterling Capital Partners II, LLC ("SCP II LLC") is the sole general partner of SC Partners II. Steven M. Taslitz, Douglas L. Becker and R. Christopher Hoehn-Saric are the managers of SP II LLC, but, as memorialized in a memorandum of understanding, Mr. Becker does not share voting or investment power over these shares. ( 3 )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 interests in Wengen. SC Partners III, L.P. ("SC Partners III") is the sole general partner of SCP III LP, and Sterling Capital Partners III, LLC ("SCP III LLC") is the sole general partner of SC Partners III. Messrs. Becker, Taslitz and Hoehn-Saric are the managers of SP III LLC, but, as memorialized in a memorandum of understanding, Mr. Becker does not share voting or investment power over these shares. ( 4 )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. ( 5 )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 have designated representatives who serve on the board of directors of Wengen GP. ( 6 )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.

Remarks: Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, SP-L Parent, LLC, SP-L Management III, LLC, SP-L Management IV, LLC, SP-L Management V, LLC, Sterling Laureate, LP, Sterling Laureate Executives Fund, LP, Sterling Laureate Rollover, LP, SP-L Affiliate, LLC and Messrs. Taslitz, Becker and Hoehn-Saric have made separate Form 4 filings; provided, that, for purposes of Footnotes 5 and 6 above, each of such persons should be considered a Reporting Person.

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).

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