4//SEC Filing
HOEHN SARIC RULDOLF CHRISTOPHER 4
Accession 0001104659-21-044223
CIK 0000912766other
Filed
Mar 29, 8:00 PM ET
Accepted
Mar 30, 9:46 PM ET
Size
45.0 KB
Accession
0001104659-21-044223
Insider Transaction Report
Form 4
HOEHN SARIC RULDOLF CHRISTOPHER
Director10% Owner
Transactions
- Conversion
Class A Common Stock
2021-03-26+182,341→ 182,341 total(indirect: See footnotes.) - Conversion
Class B Common Stock
2021-03-26−259,081→ 1,036,324 total(indirect: See footnotes.)→ Class A Common Stock (259,081 underlying) - Conversion
Class B Common Stock
2021-03-26−182,341→ 729,368 total(indirect: See footnotes.)→ Class A Common Stock (182,341 underlying) - Conversion
Class A Common Stock
2021-03-26+447,021→ 447,021 total(indirect: See footnotes.) - Conversion
Class B Common Stock
2021-03-26−220→ 880 total(indirect: See footnotes.)→ Class A Common Stock (220 underlying) - Conversion
Class B Common Stock
2021-03-26−104,605→ 418,423 total(indirect: See footnotes.)→ Class A Common Stock (104,605 underlying) - Conversion
Class B Common Stock
2021-03-26−440,438→ 1,761,755 total(indirect: See footnotes.)→ Class A Common Stock (440,438 underlying) - Conversion
Class A Common Stock
2021-03-26+220→ 32,984 total(indirect: See footnotes.) - Conversion
Class A Common Stock
2021-03-26+51,124→ 51,124 total(indirect: See footnotes.) - Conversion
Class A Common Stock
2021-03-26+440,438→ 440,438 total(indirect: See footnotes.) - Conversion
Class B Common Stock
2021-03-26−51,124→ 204,498 total(indirect: See footnotes.)→ Class A Common Stock (51,124 underlying) - Conversion
Class A Common Stock
2021-03-26+211→ 13,830 total(indirect: See footnotes.) - Conversion
Class A Common Stock
2021-03-26+259,081→ 259,081 total(indirect: See footnotes.) - Conversion
Class A Common Stock
2021-03-26+104,605→ 104,605 total(indirect: See footnotes.) - Conversion
Class B Common Stock
2021-03-26−211→ 845 total(indirect: See footnotes.)→ Class A Common Stock (211 underlying) - Conversion
Class B Common Stock
2021-03-26−447,021→ 1,788,086 total(indirect: See footnotes.)→ Class A Common Stock (447,021 underlying)
Footnotes (14)
- [F1]Upon distribution of shares of Class B common stock ("Class B Common Stock") of Laureate Education, Inc. (the "Issuer") by Wengen Alberta, Limited Partnership ("Wengen") to its investors pro rata based on their respective ownership interest in Wengen, such shares of Class B Common Stock automatically converted into shares of Class A common stock of the Issuer ("Class A Common Stock") on a one-for-one basis.
- [F10]Sterling Capital Partners III, L.P. ("SCP III LP") directly holds shares of Class A Common Stock and indirectly beneficially owns shares of Class B Common Stock by virtue of its limited partnership interests in Wengen. SC Partners III, L.P. ("SC Partners III") is the sole general partner of SCP III LP, and Sterling Capital Partners III, LLC ("SCP III LLC") is the sole general partner of SC Partners III. Messrs. Becker, Taslitz and Hoehn-Saric are the managers of SP III LLC, but, as memorialized in a memorandum of understanding, Mr. Becker does not share voting or investment power over these shares.
- [F11]Each share of Class B Common Stock 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.
- [F12]Represents shares of Class B Common Stock held directly by Wengen, whose general partner is Wengen Investments Limited ("Wengen GP"). Certain investors, including, but not limited to, certain investment funds and other persons affiliated with or managed by Sterling Fund Management, LLC (including the Reporting Person), Kohlberg Kravis Roberts & Co. L.P., Cohen Private Ventures, LLC, Bregal Investments, Inc. and Snow Phipps Group, LLC (collectively, the "Wengen Investors") have interests in the Issuer through Wengen. Certain Wengen Investors (including the Reporting Person) have designated representatives who serve on the board of directors of Wengen GP.
- [F13]Mr. Taslitz serves as a designated representative of the Reporting Person on the board of directors of the Issuer pursuant to a securityholders agreement.
- [F14]The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of the Reporting Person's pecuniary interest therein. This filing shall not be deemed an admission that the Reporting Person is 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 by the Reporting Person of any securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise.
- [F2]Pursuant to an agreement (the "Founders' Agreement") among Steven M. Taslitz, Douglas L. Becker and R. Christopher Hoehn-Saric and one other founder of Sterling (the "Sterling Founders"), the Sterling Founders share equally, on a net after-tax basis, in certain equity securities they receive in connection with services rendered by any of them to certain entities, including the Issuer. Each Sterling Founder controls the voting and disposition of the securities allocable to such Sterling Founder.
- [F3]Mr. Taslitz directly holds shares of Class A Common Stock and indirectly beneficially owns shares of Class B Common Stock by virtue of the limited partnership interests he holds in Wengen, which are subject to the Founders' Agreement. In light of the Founders' Agreement, Mr. Hoehn-Saric may be deemed to indirectly beneficially own a portion of these shares in the Issuer.
- [F4]Mr. Becker directly holds shares of Class A Common Stock and indirectly beneficially owns shares of Class B Common Stock by virtue of the limited partnership interests he holds in Wengen, which are subject to the Founders' Agreement. In light of the Founders' Agreement, Mr. Hoehn-Saric may be deemed to indirectly beneficially own a portion of these shares in the Issuer.
- [F5]Sterling Laureate, LP ("Sterling Laureate") directly holds shares of Class A Common Stock and indirectly beneficially owns shares of Class B Common Stock by virtue of its limited partnership interests in Wengen. SP-L Management III, LLC ("SP-L Management III") is the general partner Sterling Laureate, and SP-L Parent, LLC ("SP-L Parent") is the general partner of SP-L Management III. Messrs. Becker, Taslitz and Hoehn-Saric are the managers of SP-L Parent, but, as memorialized in a memorandum of understanding, Mr. Becker does not share voting or investment power over these shares.
- [F6]Sterling Laureate Executives Fund, LP ("Sterling Executives Fund") directly holds shares of Class A Common Stock and indirectly beneficially owns shares of Class B Common Stock by virtue of its limited partnership interests in Wengen. SP-L Management IV, LLC ("SP-L Management IV") is the general partner of Sterling Executives Fund, and SP-L Parent is the general partner of SP-L Management IV. Messrs. Becker, Taslitz and Hoehn-Saric are the managers of SP-L Parent, but, as memorialized in a memorandum of understanding, Mr. Becker does not share voting or investment power over these shares.
- [F7]Sterling Laureate Rollover, LP ("Sterling Rollover") directly holds shares of Class A Common Stock and indirectly beneficially owns shares of Class B Common Stock by virtue of its limited partnership interests in Wengen. SP-L Management V, LLC ("SP-L Management V") is the general partner of Sterling Rollover, and SP-L Parent is the general partner of SP-L Management V. Messrs. Becker, Taslitz and Hoehn-Saric are the managers of SP-L Parent, but, as memorialized in a memorandum of understanding, Mr. Becker does not share voting or investment power over these shares.
- [F8]SP-L Affiliate, LLC ("SP-L Affiliate") directly holds shares of Class A Common Stock and indirectly beneficially owns shares of Class B Common Stock by virtue of its limited partnership interests in Wengen. Messrs. Becker, Taslitz and Hoehn-Saric are the managers of SP-L Affiliate.
- [F9]Sterling Capital Partners II, L.P. ("SCP II LP") directly holds shares of Class A Common Stock and indirectly beneficially owns shares of Class B Common Stock by virtue of its limited partnership interests in Wengen. SC Partners II, L.P. ("SC Partners II") is the sole general partner of SCP II LP, and Sterling Capital Partners II, LLC ("SCP II LLC") is the sole general partner of SC Partners II. Messrs. Becker, Taslitz and Hoehn-Saric are the managers of SP II LLC, but, as memorialized in a memorandum of understanding, Mr. Becker does not share voting or investment power over these shares.
Documents
Issuer
LAUREATE EDUCATION, INC.
CIK 0000912766
Entity typeother
Related Parties
1- filerCIK 0001011193
Filing Metadata
- Form type
- 4
- Filed
- Mar 29, 8:00 PM ET
- Accepted
- Mar 30, 9:46 PM ET
- Size
- 45.0 KB