Sec Form 4 Filing - Darmon Tal @ LAUREATE EDUCATION, INC. - 2018-12-31

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 Darmon Tal 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 Accounting Officer (Last) (First) (Middle) 650 S. EXETER STREET, 12TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2018 (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 12/31/2018 M 667 A $ 0 4,980 D Class A Common Stock 12/31/2018 C 4,031 A $ 0 9,011 D Class A Common Stock 12/31/2018 F 1,566 ( 1 ) D $ 14.82 7,445 D Class A Common Stock 12/31/2018 F 314 ( 2 ) D $ 14.82 7,131 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 Restricted Stock Units ( 3 ) 12/31/2018 M 667 ( 4 ) ( 4 ) Class A Common Stock 667 $ 0 667 D Restricted Stock Units ( 5 ) 12/31/2018 M 3,750 12/31/2018 ( 5 ) Class B Common Stock 3,750 $ 0 0 D Class B Common Stock ( 6 ) 12/31/2018 M 3,750 ( 6 ) ( 6 ) Class A Common Stock 3,750 $ 0 3,929 D Restricted Stock Units ( 7 ) 12/31/2018 M 281 ( 7 ) ( 7 ) Class B Common Stock 281 $ 0 0 D Class B Common Stock ( 6 ) 12/31/2018 M 281 ( 6 ) ( 6 ) Class A Common Stock 281 $ 0 4,210 D Class B Common Stock ( 6 ) 12/31/2018 C 4,031 ( 6 ) ( 6 ) Class A Common Stock 4,031 $ 0 179 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Darmon Tal 650 S. EXETER STREET 12TH FLOOR BALTIMORE, MD21202 Chief Accounting Officer Signatures /s/ Sean P. Mulcahy, Attorney-in-Fact 01/03/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares withheld from vesting of Restricted Stock Units originally granted on September 17, 2015, May 2, 2016, and June 14, 2017 (as further detailed below) in satisfaction of tax obligations based on closing price of $14.82 on December 28, 2018 of the Company's Class A Common Stock as traded on the NASDAQ stock exchange. ( 2 )Shares withheld from vesting of Restricted Stock Units originally granted on March 7, 2018 (having been previously reported as shares of Class A Common Stock on the reporting person's Form 4 filed on March 9, 2018) in satisfaction of tax obligations based on closing price of $14.82 on December 28, 2018 of the Company's Class A Common Stock as traded on the NASDAQ stock exchange. These RSUs are vesting in three equal annual installments on each ofDecember 31, 2018, December 31, 2019, and December 31, 2020. ( 3 )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. ( 4 )On June 14, 2017, the Reporting Person was granted 2,002 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. ( 5 )On September 17, 2015, the reporting person was granted 3,750 Restricted Stock Units, convertible to shares of the Company's Class B Common Stock, and each of which vested on December 31, 2018. ( 6 )Each share of Class B Common Stock ("Class B Common Stock") of Laureate Education, Inc. (the "Company") is convertible into one share of Class A Common Stock of the Company ("Class A Common Stock") upon the election of the holder or upon transfer, subject to the terms of the Company's Amended and Restated Certificate of Incorporation. ( 7 )On May 2, 2016, the Reporting Person was awarded 841 Restricted Stock Units, which vested as shares of the Company's Class B Common Stock on each of December 31, 2016, December 31, 2017, and December 31, 2018.

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