4//SEC Filing
SPG GP, LLC 4
Accession 0000899243-21-013941
CIK 0000912766other
Filed
Mar 29, 8:00 PM ET
Accepted
Mar 30, 6:15 PM ET
Size
24.0 KB
Accession
0000899243-21-013941
Insider Transaction Report
Form 4
SPG GP, LLC
Director10% Owner
Transactions
- Conversion
Class A Common Stock
2021-03-26+710,459→ 2,067,501 total(indirect: See Footnotes) - Conversion
Class B Common Stock
2021-03-26−710,459→ 2,841,835 total(indirect: See Footnotes)→ Class A Common Stock (710,459 underlying)
Snow Phipps Group, L.P.
Director
Transactions
- Conversion
Class B Common Stock
2021-03-26−710,459→ 2,841,835 total(indirect: See Footnotes)→ Class A Common Stock (710,459 underlying) - Conversion
Class A Common Stock
2021-03-26+710,459→ 2,067,501 total(indirect: See Footnotes)
SPG Co-Investment, L.P.
Director
Transactions
- Conversion
Class B Common Stock
2021-03-26−710,459→ 2,841,835 total(indirect: See Footnotes)→ Class A Common Stock (710,459 underlying) - Conversion
Class A Common Stock
2021-03-26+710,459→ 2,067,501 total(indirect: See Footnotes)
Snow Phipps Group (RPV), L.P.
Director
Transactions
- Conversion
Class B Common Stock
2021-03-26−710,459→ 2,841,835 total(indirect: See Footnotes)→ Class A Common Stock (710,459 underlying) - Conversion
Class A Common Stock
2021-03-26+710,459→ 2,067,501 total(indirect: See Footnotes)
Snow Phipps Group (B), L.P.
Director
Transactions
- Conversion
Class B Common Stock
2021-03-26−710,459→ 2,841,835 total(indirect: See Footnotes)→ Class A Common Stock (710,459 underlying) - Conversion
Class A Common Stock
2021-03-26+710,459→ 2,067,501 total(indirect: See Footnotes)
Transactions
- Conversion
Class A Common Stock
2021-03-26+710,459→ 2,067,501 total(indirect: See Footnotes) - Conversion
Class B Common Stock
2021-03-26−710,459→ 2,841,835 total(indirect: See Footnotes)→ Class A Common Stock (710,459 underlying)
Footnotes (7)
- [F1]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.
- [F2]SPG GP, LLC is the general partner of Snow Phipps Group, L.P., SPG Co-Investment, L.P., Snow Phipps Group (B), L.P., Snow Phipps Group (Offshore), L.P., and Snow Phipps Group (RPV), L.P. (collectively, with SPG GP LLC, the "Reporting Persons"). The Reporting Persons disclaim beneficial ownership of the securities to the extent it exceeds their pecuniary interest therein and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for the purposes of Section 16 of the Exchange Act or otherwise.
- [F3](Continued from footnote 2) The amount shown represents the beneficial ownership held by each of the Reporting Persons as a group. Solely for purposes of Section 16 of the Exchange Act, SPG GP, LLC, Snow Phipps Group (Offshore), L.P., Snow Phipps Group (B), L.P., Snow Phipps Group, L.P., Snow Phipps Group (RPV), L.P., and SPG Co-Investment, L.P. are deemed directors-by-deputization. Information with respect to each Reporting Person is given solely by solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.
- [F4]On March 26, 2021, the 646,212, 3,497, 20,887, 33,651 and 6,208 shares of Class B Common Stock held indirectly by Snow Phipps Group, L.P., SPG Co-Investment, L.P., Snow Phipps Group (B), L.P., Snow Phipps Group (Offshore), L.P., and Snow Phipps Group (RPV), L.P., respectively, automatically converted into the same number of shares of Class A Common Stock, as a result of a pro rata distribution of such shares previously held directly by Wengen (as described below) for no additional consideration and in proportion to, and in partial redemption of, such Reporting Persons' respective ownership percentages in Wengen (the "Distribution").
- [F5]Following the Distribution, represents the beneficial ownership of the Class A Common Stock as follows: (i) Snow Phipps Group, L.P. holds 1,882,935 shares, (ii) SPG Co-Investment, L.P. holds 7,568 shares, (iii) Snow Phipps Group (B), L.P. holds 32,767 shares, (iv) Snow Phipps Group (Offshore), L.P. holds 73,623 shares, and (v) Snow Phipps Group (RPV), L.P. holds 70,608 shares.
- [F6]Following the Distribution, represents 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.
- [F7]The Reporting Persons may be deemed to indirectly beneficially own these shares of Class B Common Stock by virtue of the limited partnership interests held in Wengen. Following the Distribution, represents the beneficial ownership of the Class B Common Stock as follows: (i) Snow Phipps Group, L.P. holds 2,584,865 shares, (ii) SPG Co-Investment, L.P. holds 13,986 shares, (iii) Snow Phipps Group (B), L.P. holds 83,547 shares, (iv) Snow Phipps Group (Offshore), L.P. holds 134,604 shares, and (v) Snow Phipps Group (RPV), L.P. holds 24,832 shares.
Issuer
LAUREATE EDUCATION, INC.
CIK 0000912766
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001696701
Filing Metadata
- Form type
- 4
- Filed
- Mar 29, 8:00 PM ET
- Accepted
- Mar 30, 6:15 PM ET
- Size
- 24.0 KB