Sec Form 3 Filing - Point72 Asset Management, L.P. @ LAUREATE EDUCATION, INC. - 2017-01-31

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Point72 Asset Management, 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)
72 CUMMINGS POINT ROAD,
3. Date of Earliest Transaction (MM/DD/YY)
01/31/2017
(Street)
STAMFORD, CT06902
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
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 ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 10,147,102 I See Footnotes ( 2 ) ( 3 ) ( 7 ) ( 8 )
Class B Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 113,498 I See Footnotes ( 2 ) ( 4 ) ( 7 ) ( 8 )
Class B Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 5,259,228 I See Footnotes ( 2 ) ( 5 ) ( 7 ) ( 8 )
Class B Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 567,271 I See Footnotes ( 2 ) ( 6 ) ( 7 ) ( 8 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Point72 Asset Management, L.P.
72 CUMMINGS POINT ROAD
STAMFORD, CT06902
X
Point72 Capital Advisors, Inc.
72 CUMMINGS POINT ROAD
STAMFORD, CT06902
X
COHEN STEVEN A/SAC CAPITAL MGMT LP
C/O SAC CAPITAL ADVISORS L.P.
72 CUMMINGS POINT ROAD
STAMFORD, CT06902
X X
Signatures
Point72 Asset Management, L.P. by Point72 Capital Advisors, Inc., its general partner, By: /s/ Kevin J. O'Connor, Authorized Officer 02/08/2017
Signature of Reporting Person Date
Point72 Capital Advisors, Inc., By: /s/ Kevin J. O'Connor, Authorized Officer 02/08/2017
Signature of Reporting Person Date
/s/ Steven A. Cohen 02/08/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of Class B Common Stock ("Class B Common Stock") of Laureate Education, Inc. (the "Issuer") is convertible into one share of Class A Common Stock of the Issuer ("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.
( 2 )Shares of Class B Common Stock are held directly by Wengen Alberta, Limited Partnership ("Wengen"). Wengen Investments Limited ("Wengen GP") is the general partner of Wengen. Certain investors, including, but not limited to, certain investment funds and other persons affiliated with or managed by Kohlberg Kravis Roberts & Co. L.P., Cohen Private Ventures, LLC, Bregal Investments, Inc., StepStone Group LP, Sterling Fund Management, LLC and Snow Phipps Group, LLC (collectively, the "Wengen Investors") have interests in the Issuer through Wengen. The Reporting Persons and certain of the other Wengen Investors have designated representatives who serve as the members of the board of directors of Wengen GP.
( 3 )CPV Holdings, LLC may be deemed to indirectly beneficially own these shares of Class B Common Stock by virtue of the limited partnership interests it holds in Wengen.
( 4 )Point72 Capital, L.P. may be deemed to indirectly beneficially own these shares of Class B Common Stock by virtue of the limited partnership interests it holds in Wengen. Point72 Capital Management, LLC is the general partner of Point72 Capital, L.P.
( 5 )Point72 Capital International, Ltd. may be deemed to indirectly beneficially own these shares of Class B Common Stock by virtue of the limited partnership interests it holds in Wengen.
( 6 )Point72 GDF, Ltd. may be deemed to indirectly beneficially own these shares of Class B Common Stock by virtue of the limited partnership interests it holds in Wengen.
( 7 )Point72 Asset Management, L.P. may be deemed to indirectly beneficially own these shares of Class B Common Stock by virtue of the investment management agreements it has entered into with each of the holders in (3), (4), (5) and (6) above. Point72 Capital Advisors, Inc. is the general partner of Point72 Asset Management, L.P. Steven A. Cohen is the sole shareholder of Point72 Capital Advisors, Inc.
( 8 )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 the Reporting Persons are 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 of any securities reported herein for purposes of Section 16 of the Exchange Act otherwise.

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