Sec Form 4 Filing - Salnoske Karl D. @ LAUREATE EDUCATION, INC. - 2017-12-31

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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
Salnoske Karl D.
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)
Chief Information Officer
(Last) (First) (Middle)
650 S. EXETER STREET, 12TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
12/31/2017
(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 12/31/2017 C 239 A 2,286 D
Class A Common Stock 12/31/2017 M 554 A 2,840 D
Class A Common Stock 12/31/2017 F( 3 ) 184 D $ 13.59 2,656 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 Exer cisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units ( 4 ) 12/31/2017 M 358 ( 5 ) ( 5 ) Class B Common Stock 358 ( 5 ) 359 D
Class B Common Stock ( 1 ) 12/31/2017 M 358 ( 5 ) ( 5 ) Class A Common Stock 358 ( 5 ) 358 D
Class B Common Stock ( 1 ) 12/31/2017 F( 3 ) 119 ( 3 ) ( 3 ) Class A Common Stock 119 $ 13.59 239 D
Class B Common Stock ( 1 ) 12/31/2017 C 239 ( 1 ) ( 1 ) Class A Common Stock 239 ( 1 ) 0 D
Restricted Stock Units ( 2 ) 12/31/2017 M 554 ( 6 ) ( 6 ) Class A Common Stock 554 ( 6 ) 1,108 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Salnoske Karl D.
650 S. EXETER STREET
12TH FLOOR
BALTIMORE, MD21202
Chief Information Officer
Signatures
/s/ Sean P. Mulcahy, Attorney-in-Fact 01/03/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of Class B common stock of Laureate Education, Inc. (the "Company") is convertible into one share of Class A common stock of the Company upon the election of the holder or upon transfer, subject to the terms of the Company's Amended and Restated Certificate of Incorporation.
( 2 )As reported in Footnote 1 of the Reporting Person's Form 4 filed on June 17, 2017, each Restricted Stock Unit represents the right to receive one share of Class A common stock of the Company subject to the Reporting Person's continued employment by the Company.
( 3 )Shares withheld from Restricted Stock Unit vestings in satisfaction of tax obligations based on closing price of $13.59 on December 28, 2017 of the Company's Class A common stock as traded on the NASDAQ stock exchange.
( 4 )As reported in Footnote 10 of the Reporting Person's Form 3 filed on January 31, 2017, each Restricted Stock Unit represents the right to receive one share of Class B Common Stock of the Company.
( 5 )On May 2, 2016, the Reporting Person was granted 1,075 Restricted Stock Units (which vest as Class B shares of common stock) vesting in one-third annual installments on December 31, 2016, December 31, 2017, and December 31, 2018, subject to the Reporting Person's continued employment by the Company.
( 6 )On June 14, 2017, the Reporting Person was granted 1,662 Restricted Stock Units (which vest as Class A shares of common stock) vesting in one-third annual installments on December 31, 2017, December 31, 2018 and December 31, 2019, subject to the Reporting Person's continued employment by the Company.

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