KKR PI-II GP LTD 4
4 · LAUREATE EDUCATION, INC. · Filed Mar 30, 2021
Insider Transaction Report
Form 4
Transactions
- Conversion
Class A Common Stock
2021-03-26+190,525→ 288,021 total(indirect: See Footnotes) - Conversion
Class B Common Stock
2021-03-26−4,577,995→ 18,311,957 total(indirect: See Footnotes)→ Class A Common Stock (4,577,995 underlying) - Conversion
Class A Common Stock
2021-03-26+4,577,995→ 13,480,107 total(indirect: See Footnotes) - Conversion
Class B Common Stock
2021-03-26−190,525→ 762,098 total(indirect: See Footnotes)→ Class A Common Stock (190,525 underlying)
Footnotes (6)
- [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.
- [F2]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.
- [F3]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. and certain other investors (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.
- [F4]KKR 2006 Fund (Overseas), Limited Partnership directly holds shares of Class A Common Stock of the Issuer and indirectly beneficially owns shares of Class B Common Stock by virtue of the limited partnership interests it holds in Wengen. KKR Associates 2006 (Overseas), Limited Partnership is the general partner of KKR 2006 Fund (Overseas), Limited Partnership. KKR 2006 Limited is the general partner of KKR Associates 2006 (Overseas), Limited Partnership. KKR Group Partnership L.P. is the sole shareholder of KKR 2006 Limited. KKR Group Holdings Corp. is the general partner of KKR Group Partnership L.P. KKR & Co. Inc. is the sole shareholder of KKR Group Holdings Corp. KKR Management LLP is the Series I preferred stockholder of KKR & Co. Inc. Messrs. Henry R. Kravis and George R. Roberts are the founding partners of KKR Management LLP.
- [F5]KKR Partners II (International), L.P. directly holds shares of Class A Common Stock of the Issuer and indirectly beneficially owns shares of Class B Common Stock by virtue of the limited partnership interests it holds in Wengen. KKR PI-II GP Limited is the general partner of KKR Partners II (International), L.P.
- [F6]Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. This filing shall not be deemed an admission that the Reporting Persons are 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 of any securities reported herein for purposes of Section 16 of the Exchange Act otherwise.