Sec Form 4 Filing - del Corro Pedro @ LAUREATE EDUCATION, INC. - 2021-10-29

Insider filing report for Changes in Beneficial Ownership
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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
del Corro Pedro
2. Issuer Name and Ticker or Trading Symbol
LAUREATE EDUCATION, INC. [ LAUR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O LAUREATE EDUCATION, INC., PMB 1158, 1000 BRICKELL AVE., SUITE 715
3. Date of Earliest Transaction (MM/DD/YY)
10/29/2021
(Street)
MIAMI, FL33131
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
Common Stock 10/29/2021 A 47,661 A 47,661 I See footnote ( 2 )
Common Stock 11/14/2023 S 614 D $ 13.377 ( 3 ) 47,047 I See footnote ( 2 )
Common Stock 11/15/2023 S 14,634 D $ 12.7 32,413 I See footnote ( 2 )
Common Stock 11/15/2023 S 154 D $ 13.3108 ( 4 ) 32,259 I See footnote ( 2 )
Common Stock 12/01/2023 S 6,830 D $ 13.05 ( 5 ) 25,429 I See footnote ( 2 )
Common Stock 03/05/2024 S( 6 ) 23,258 D $ 12.62 ( 6 ) 0 ( 6 ) I See footnote ( 7 )
Common Stock 03/05/2024 S( 6 ) 1,086 D $ 12.62 ( 6 ) 46,729 D
Common Stock 03/05/2024 S( 6 ) 1,085 D $ 12.62 ( 6 ) 5,957 I By spouse
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 ) 10/29/2021 D( 1 ) 47,661 ( 1 ) ( 1 ) Class A Common Stock 47,661 $ 0 0 I See footnote ( 1 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
del Corro Pedro
C/O LAUREATE EDUCATION, INC.
PMB 1158, 1000 BRICKELL AVE., SUITE 715
MIAMI, FL33131
X
Signatures
/s/ Leslie S. Brush, Attorney-in-Fact 03/18/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the Issuer's Amended and Restated Certificate of Incorporation, the Class B Common Stock of the Issuer converted into Common Stock of the Issuer effective as of October 29, 2021. Such Class B Common Stock was previously indirectly held by Wengen Alberta, Limited Partnership ("Wengen"). Mr. del Corro indirectly beneficially owned these shares of Class B Common Stock by virtue of the limited partnership interests held directly and indirectly in Wengen.
( 2 )Reflects Common Stock of the Issuer held directly by Wengen Alberta, Limited Partnership ("Wengen"). Mr. del Corro indirectly beneficially owned these shares of Class B Common Stock by virtue of the limited partnership interests held directly and indirectly in Wengen.
( 3 )This transaction was executed by Wengen in multiple trades at prices ranging from $13.270 to $13.435 on November 14, 2023. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
( 4 )This transaction was executed by Wengen in multiple trades at prices ranging from $13.150 to $13.480 on November 15, 2023. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
( 5 )This transaction was executed by Wengen in multiple trades at prices ranging from $13.250 to $13.330 on December 1, 2023. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
( 6 )On March 5, 2024, Mr. del Corro and his spouse and certain other investors in the Issuer entered into a Stock Purchase Agreement with the Issuer pursuant to which such investors sold certain shares of Common Stock to the Issuer at a price of $12.62 per share. In connection with such Stock Purchase Agreement, Wengen redeemed the interests of certain investors, including Mr. del Corro and his spouse, and certain investment partnerships through which Mr. del Corro and his spouse indirectly held shares, by distributing to such investors certain shares of Common Stock previously indirectly attributable to such investors, including 1,086 shares and 1,085 shares distributed to Mr. del Corro and his spouse, respectively, and 23,258 shares distributed to certain investment partnerships through which Mr. del Corro and his wife indirectly held shares, which shares were then sold to the Issuer pursuant to the Stock Purchase Agreement.
( 7 )Reflects shares of Common Stock previously held by Wengen and distributed to certain investment partnerships through which Mr. del Corro indirectly beneficially owned such shares of Common Stock, directly and indirectly, in connection with the Stock Purchase Agreement described in footnote (6).

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