SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Wengen Alberta, LP

(Last) (First) (Middle)
C/O LAUREATE EDUCATION, INC.
650 SOUTH EXETER STREET

(Street)
BALTIMORE MD 21202

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
LAUREATE EDUCATION, INC. [ LAUR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/28/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 11/28/2023 S 1,100 D $13.2586(1) 19,127,050 D(4)
Class A Common Stock 11/29/2023 S 400 D $13.2575(2) 19,126,650 D(4)
Class A Common Stock 11/30/2023 S 493 D $13.2502(3) 19,126,157 D(4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Wengen Alberta, LP

(Last) (First) (Middle)
C/O LAUREATE EDUCATION, INC.
650 SOUTH EXETER STREET

(Street)
BALTIMORE MD 21202

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Wengen Investments LTD

(Last) (First) (Middle)
C/O LAUREATE EDUCATION, INC.,
650 SOUTH EXETER STREET

(Street)
BALTIMORE MD 21202

(City) (State) (Zip)
Explanation of Responses:
1. This transaction was executed in multiple trades at prices ranging from $13.25 to $13.275 on November 28, 2023. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
2. This transaction was executed in multiple trades at prices ranging from $13.25 to $13.27 on November 29, 2023. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
3. This transaction was executed in multiple trades at prices ranging from $13.25 to $13.255 on November 30, 2023. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
4. 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 CPV Partners, LLC and Snow Phipps Group, LLC (collectively, the "Wengen Investors"), have interests in the Issuer through Wengen. Each of the Wengen GP and the holders of interests in Wengen (including the Wengen Investors) disclaims beneficial ownership of the securities held by Wengen except to the extent of its pecuniary interest therein.
WENGEN ALBERTA, LIMITED PARTNERSHIP By: Wengen Investments Limited, its general partner By: /s/ Nancy Hung, Name: Nancy Hung, Title: Director 11/30/2023
WENGEN INVESTMENTS LIMITED By: /s/ Nancy Hung, Name: Nancy Hung, Title: Director 11/30/2023
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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