4//SEC Filing
KKR PI-II GP LTD 4
Accession 0001140361-21-023766
CIK 0000912766other
Filed
Jul 7, 8:00 PM ET
Accepted
Jul 8, 4:45 PM ET
Size
22.8 KB
Accession
0001140361-21-023766
Insider Transaction Report
Form 4
KKR 2006 LTD
10% Owner
Transactions
- Conversion
Class B Common Stock
2021-07-06−62,758→ 699,340 total(indirect: See Footnotes)→ Class A Common Stock (62,758 underlying) - Conversion
Class A Common Stock
2021-07-06+2,937,242→ 2,937,242 total(indirect: See Footnotes) - Conversion
Class A Common Stock
2021-07-06+62,758→ 62,758 total(indirect: See Footnotes) - Conversion
Class B Common Stock
2021-07-06−2,937,242→ 15,374,715 total(indirect: See Footnotes)→ Class A Common Stock (2,937,242 underlying)
Holdings
- 288,021(indirect: See Footnotes)
Class A Common Stock
- 13,480,107(indirect: See Footnotes)
Class A Common Stock
KKR Partners II (International), LP
10% Owner
Transactions
- Conversion
Class A Common Stock
2021-07-06+62,758→ 62,758 total(indirect: See Footnotes) - Conversion
Class B Common Stock
2021-07-06−2,937,242→ 15,374,715 total(indirect: See Footnotes)→ Class A Common Stock (2,937,242 underlying) - Conversion
Class B Common Stock
2021-07-06−62,758→ 699,340 total(indirect: See Footnotes)→ Class A Common Stock (62,758 underlying) - Conversion
Class A Common Stock
2021-07-06+2,937,242→ 2,937,242 total(indirect: See Footnotes)
Holdings
- 13,480,107(indirect: See Footnotes)
Class A Common Stock
- 288,021(indirect: See Footnotes)
Class A Common Stock
Transactions
- Conversion
Class B Common Stock
2021-07-06−2,937,242→ 15,374,715 total(indirect: See Footnotes)→ Class A Common Stock (2,937,242 underlying) - Conversion
Class A Common Stock
2021-07-06+2,937,242→ 2,937,242 total(indirect: See Footnotes) - Conversion
Class B Common Stock
2021-07-06−62,758→ 699,340 total(indirect: See Footnotes)→ Class A Common Stock (62,758 underlying) - Conversion
Class A Common Stock
2021-07-06+62,758→ 62,758 total(indirect: See Footnotes)
Holdings
- 288,021(indirect: See Footnotes)
Class A Common Stock
- 13,480,107(indirect: See Footnotes)
Class A Common Stock
Transactions
- Conversion
Class B Common Stock
2021-07-06−62,758→ 699,340 total(indirect: See Footnotes)→ Class A Common Stock (62,758 underlying) - Conversion
Class A Common Stock
2021-07-06+2,937,242→ 2,937,242 total(indirect: See Footnotes) - Conversion
Class A Common Stock
2021-07-06+62,758→ 62,758 total(indirect: See Footnotes) - Conversion
Class B Common Stock
2021-07-06−2,937,242→ 15,374,715 total(indirect: See Footnotes)→ Class A Common Stock (2,937,242 underlying)
Holdings
- 13,480,107(indirect: See Footnotes)
Class A Common Stock
- 288,021(indirect: See Footnotes)
Class A Common Stock
KKR PI-II GP LTD
10% Owner
Transactions
- Conversion
Class A Common Stock
2021-07-06+62,758→ 62,758 total(indirect: See Footnotes) - Conversion
Class B Common Stock
2021-07-06−62,758→ 699,340 total(indirect: See Footnotes)→ Class A Common Stock (62,758 underlying) - Conversion
Class A Common Stock
2021-07-06+2,937,242→ 2,937,242 total(indirect: See Footnotes) - Conversion
Class B Common Stock
2021-07-06−2,937,242→ 15,374,715 total(indirect: See Footnotes)→ Class A Common Stock (2,937,242 underlying)
Holdings
- 13,480,107(indirect: See Footnotes)
Class A Common Stock
- 288,021(indirect: See Footnotes)
Class A Common Stock
Footnotes (6)
- [F1]Represents a conversion of shares of Class B common stock ("Class B Common Stock") of Laureate Education, Inc. (the "Issuer") 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]Represents securities 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. 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 A Common Stock and 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 A Common Stock and 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.
Documents
Issuer
LAUREATE EDUCATION, INC.
CIK 0000912766
Entity typeother
IncorporatedCayman Islands
Related Parties
1- filerCIK 0001406894
Filing Metadata
- Form type
- 4
- Filed
- Jul 7, 8:00 PM ET
- Accepted
- Jul 8, 4:45 PM ET
- Size
- 22.8 KB