Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
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LAUREATE EDUCATION, INC. (Name of Issuer) |
Common Stock, par value $0.004 per share (Title of Class of Securities) |
518613203 (CUSIP Number) |
Nancy Hung 650 South Exeter Street, Baltimore, MD, 21202 (786) 209-3368 Lillian Tsu, Esq One Liberty Plaza, New York, NY, 10006 (212) 225-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/07/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 518613203 |
| 1 |
Name of reporting person
Wengen Alberta, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
ALBERTA, CANADA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
12,485,166.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.28 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
*See Item 5.
SCHEDULE 13D
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| CUSIP No. | 518613203 |
| 1 |
Name of reporting person
Wengen Investments LTD | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
12,485,166.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.28 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
*See Item 5.Explanatory NoteThis Amendment No. 11 to Schedule 13D ("Amendment No. 11") relates to the shares of Class A Common Stock par value $0.004 per share (the "Class A Common Stock"), of Laureate Education, Inc., a Delaware public benefit corporation (the "Issuer"), and amends the initial statement on Schedule 13D filed by Wengen Alberta, Limited Partnership ("Wengen") and Wengen Investments Limited ("Wengen GP" and, together with Wengen, the "Reporting Persons") with the Securities and Exchange Commission (the "SEC") on February 16, 2017, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3,Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9 and Amendment No. 10 to such Schedule 13D filed on April 25, 2018, November 15, 2018, November 21, 2018, June 19, 2019, September 23, 2019, March 24, 2021, April 6, 2021, November 9, 2021, November 17, 2023 and March 5, 2024 respectively (as so amended, the "Statement").This Amendment No. 11 is being filed by the Reporting Persons to report the redemption by certain investors of Wengen of their respective interests in Wengen in exchange for delivery by Wengen to such investors of the number of shares of Issuer Class A Common Stock corresponding to the Wengen interests so redeemed, as described in more detail below. Except as specifically provided herein, this Amendment No. 11 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in the Schedule 13D.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.004 per share |
| (b) | Name of Issuer:
LAUREATE EDUCATION, INC. |
| (c) | Address of Issuer's Principal Executive Offices:
Pmb 1158, 1000 Brickell Ave., Suite 715, Miami,
FLORIDA
, 33131. |
| Item 4. | Purpose of Transaction |
On March 7, 2025, CPV HOLDINGS, LLC, LAUREATE CO-INVESTORS I, LIMITED PARTNERSHIP, S.P.G. CO-INVESTMENT, L.P., SNOW PHIPPS GROUP (B), L.P., SNOW PHIPPS GROUP (OFFSHORE), L.P., SNOW PHIPPS GROUP (RPV), L.P., SNOW PHIPPS GROUP, L.P ("Requesting Investors") elected to have certain of their interests in Wengen redeemed in exchange for delivery by Wengen to the Requesting Investors of the number of shares of Issuer Class A Common Stock corresponding to the Wengen interests so redeemed (the "Redemption").From time to time, Wengen may undertake a review of its portfolio. As part of this review, Wengen may effect one or more further sales of Class A Common Stock. Any such sales, which may be undertaken at any time without further notice, may take a number of forms, including registered public offerings effected pursuant to Wengen's registration rights under the Amended and Restated Securityholders Agreement, dated as of February 6, 2017, among Wengen, the Issuer and the other parties thereto, as amended (the "Wengen Securityholders Agreement") (which offerings may be underwritten and/or marketed), unregistered or registered block trades, unregistered market or private sales, pledges, hedges, forward sales and other derivative transactions.Decisions to effect any such sales, as well as the size and timing thereof, are also subject to a number of factors outside of the control of Wengen, including current and anticipated future trading prices of the shares of Class A Common Stock or other securities of the Issuer, the financial condition, results of operations and prospects of the Issuer and general economic, financial market and industry conditions, other investment and/or business opportunities available to the Reporting Persons, strategic considerations in respect of the Reporting Persons, general stock market and economic conditions, tax considerations and other factors. Wengen will periodically consider such sales opportunistically based on such factors and, as a result, the ultimate number of shares of Class A Common Stock that may be sold by Wengen, if any, is not ascertainable. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | As of March 7, 2025, following the Redemption, the Reporting Persons may be deemed to beneficially own, in the aggregate, 12,485,166 shares of Class A Common Stock, which represent, in the aggregate, approximately 8.28% of the outstanding shares of the Class A Common Stock, calculated pursuant to the Exchange Act and based on information provided by the Issuer. |
| (b) | As of March 7, 2025, following the Redemption, the Reporting Persons may be deemed to beneficially own, in the aggregate, 12,485,166 shares of Class A Common Stock, which represent, in the aggregate, approximately 8.28% of the outstanding shares of the Class A Common Stock, calculated pursuant to the Exchange Act and based on information provided by the Issuer.Pursuant to the provisions of the Wengen Securityholders Agreement, Wengen GP will vote the shares of Class A Common Stock owned by Wengen in certain matters, including in the election of certain directors, at the discretion of Wengen GP, and with respect to voting on certain matters and disposition of such securities, subject to certain limitations, such powers will be exercised by Wengen GP at the direction of each underlying investor in Wengen, in each case, with respect to a number of shares representing such investor's pro rata interest in Wengen.From time to time, the Wengen Investors and certain of their affiliates separately make Schedule 13D filings reporting their beneficial ownership of shares of Common Stock. |
| (c) | Except as set forth in Item 4, no Reporting Person has effected any transaction in the Common Stock during the past 60 days. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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