4//SEC Filing
Sterling Capital Partners II L P 4
Accession 0001104659-19-036448
CIK 0000912766other
Filed
Jun 18, 8:00 PM ET
Accepted
Jun 19, 7:26 PM ET
Size
15.7 KB
Accession
0001104659-19-036448
Insider Transaction Report
Form 4
SC Partners II, L.P.
Director10% Owner
Transactions
- Sale
Class A Common Stock
2019-06-17$15.30/sh−701,819$10,740,077→ 0 total(indirect: By Partnership) - Conversion
Class A Common Stock
2019-06-17+701,819→ 701,819 total(indirect: By Partnership) - Conversion
Class B Common Stock
2019-06-17−701,819→ 1,318,654 total(indirect: By Partnership)→ Class A Common Stock (701,819 underlying)
Sterling Capital Partners II, LLC
Director10% Owner
Transactions
- Conversion
Class A Common Stock
2019-06-17+701,819→ 701,819 total(indirect: By Partnership) - Conversion
Class B Common Stock
2019-06-17−701,819→ 1,318,654 total(indirect: By Partnership)→ Class A Common Stock (701,819 underlying) - Sale
Class A Common Stock
2019-06-17$15.30/sh−701,819$10,740,077→ 0 total(indirect: By Partnership)
Sterling Capital Partners II L P
Director10% Owner
Transactions
- Conversion
Class A Common Stock
2019-06-17+701,819→ 701,819 total(indirect: By Partnership) - Sale
Class A Common Stock
2019-06-17$15.30/sh−701,819$10,740,077→ 0 total(indirect: By Partnership) - Conversion
Class B Common Stock
2019-06-17−701,819→ 1,318,654 total(indirect: By Partnership)→ Class A Common Stock (701,819 underlying)
Footnotes (7)
- [F1]Represents the number of shares that were acquired upon conversion of Class B Common Stock to Class A Common Stock.
- [F2]The shares of Class A Common Stock were sold in an underwritten public offering in which Wengen Alberta, Limited Partnership ("Wengen") was the sole selling stockholder.
- [F3]Each share of Class B Common Stock of Laureate Education, Inc. (the "Issuer") is convertible into one share of 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.
- [F4]An aggregate of 701,819 shares of Class B common stock converted automatically into 701,819 shares of Class A common stock upon transfer to the underwriter in connection with the public offering.
- [F5]Shares of Class B Common Stock are held directly by 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., CPV Partners, LLC, StepStone Group LP, Sterling Fund Management, LLC and Snow Phipps Group, LLC (collectively, the "Wengen Investors"), have interests in the Issuer through Wengen. Affiliates of the Reporting Persons and the other Wengen Investors have designated representatives who serve as members of the board of directors of Wengen GP. Sterling Capital Partners II, L.P. ("SCP II LP") may be deemed to indirectly beneficially own these shares of Class B Common Stock in the Issuer by virtue of its limited partnership interest in Wengen.
- [F6]SC Partners II, L.P. ("SC Partners II") is the general partner of SCP II LP, and Sterling Capital Partners II, LLC ("SCP II LLC," and, collectively with SCP II LP and SC Partners II, the "Reporting Persons") is the general partner of SC Partners II. Douglas L. Becker, Steven M. Taslitz and R. Christopher Hoehn-Saric are the managers of SCP II LLC, but, as memorialized in a memorandum of understanding, Mr. Becker does not share voting or investment power over these shares.
- [F7]Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
Documents
Issuer
LAUREATE EDUCATION, INC.
CIK 0000912766
Entity typeother
Related Parties
1- filerCIK 0001321135
Filing Metadata
- Form type
- 4
- Filed
- Jun 18, 8:00 PM ET
- Accepted
- Jun 19, 7:26 PM ET
- Size
- 15.7 KB