4//SEC Filing
STERLING CAPITAL PARTNERS III LP 4
Accession 0001104659-19-050309
CIK 0000912766other
Filed
Sep 15, 8:00 PM ET
Accepted
Sep 16, 8:04 PM ET
Size
15.7 KB
Accession
0001104659-19-050309
Insider Transaction Report
Form 4
STERLING CAPITAL PARTNERS III LP
Director10% Owner
Transactions
- Sale
Class A Common Stock
2019-09-12$16.72/sh−997,654$16,680,775→ 0 total(indirect: By Partnership) - Conversion
Class A Common Stock
2019-09-12+997,654→ 997,654 total(indirect: By Partnership) - Conversion
Class B Common Stock
2019-09-12−997,654→ 2,235,103 total(indirect: By Partnership)→ Class A Common Stock (997,654 underlying)
Sterling Capital Partners III, LLC
Director10% Owner
Transactions
- Conversion
Class A Common Stock
2019-09-12+997,654→ 997,654 total(indirect: By Partnership) - Sale
Class A Common Stock
2019-09-12$16.72/sh−997,654$16,680,775→ 0 total(indirect: By Partnership) - Conversion
Class B Common Stock
2019-09-12−997,654→ 2,235,103 total(indirect: By Partnership)→ Class A Common Stock (997,654 underlying)
SC Partners III, L.P.
Director10% Owner
Transactions
- Conversion
Class A Common Stock
2019-09-12+997,654→ 997,654 total(indirect: By Partnership) - Sale
Class A Common Stock
2019-09-12$16.72/sh−997,654$16,680,775→ 0 total(indirect: By Partnership) - Conversion
Class B Common Stock
2019-09-12−997,654→ 2,235,103 total(indirect: By Partnership)→ Class A Common Stock (997,654 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 997,654 shares of Class B common stock converted automatically into 997,654 shares of Class A common stock upon transfer to the underwriter in connection with the public offering.
- [F5]Represents shares 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.
- [F6]Sterling Capital Partners III, L.P. ("SCP III LP") may be deemed to indirectly beneficially own these shares by virtue of its limited partnership interest in Wengen. SC Partners III, L.P. ("SC Partners III") is the general partner of SCP III LP, and Sterling Capital Partners III, LLC ("SCP III LLC," and, collectively with SCP III LP and SC Partners III, the "Reporting Persons") is the general partner of SC Partners III. Douglas L. Becker, Steven M. Taslitz and R. Christopher Hoehn-Saric are the managers of SCP III 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
IncorporatedDE
Related Parties
1- filerCIK 0001404646
Filing Metadata
- Form type
- 4
- Filed
- Sep 15, 8:00 PM ET
- Accepted
- Sep 16, 8:04 PM ET
- Size
- 15.7 KB