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.
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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. 8)*
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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) |
Jason M. Colombo Point72 Asset Management, L.P., 72 Cummings Point Road Stamford, CT, 06902 203-890-2000 Adriana Schwartz Schulte Roth & Zabel LLP, 919 Third Avenue New York, NY, 10022 212-756-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/01/2024 (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
CPV Partners, LLC | ||||||||
| 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)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
18,179,391.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
12.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 518613203 |
| 1 |
Name of reporting person
Steven A. Cohen | ||||||||
| 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)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
 | ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
18,179,391.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
12.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
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 1 Comment:
This Amendment No. 8 to Schedule 13D (this "Amendment No. 8") amends the initial statement on Schedule 13D filed by Point72 Asset Management, L.P., Point72 Capital Advisors, Inc. and Steven A. Cohen (the "Initial Reporting Persons") on February 16, 2017, as amended by Amendment No. 1 filed by the Initial Reporting Persons on January 5, 2018, Amendment No. 2 filed by the Initial Reporting Persons and Cohen Private Ventures, LLC ("Cohen Private Ventures") on April 25, 2018, Amendment No. 3 filed by Steven A. Cohen and Cohen Private Ventures on November 21, 2018, Amendment No. 4 filed by CPV Partners, LLC ("CPV Partners"), Steven A. Cohen and Cohen Private Ventures on January 4, 2019, Amendment No. 5 filed by Steven A. Cohen and CPV Partners on June 19, 2019, Amendment No. 6 filed by Steven A. Cohen and CPV Partners on April 2, 2021, and Amendment No. 7 filed by Steven A. Cohen and CPV Partners on November 8, 2021 (the initial statement on Schedule 13D, as amended, the "Statement" or the "Schedule 13D"). This Amendment No. 8 is being filed by Steven A. Cohen and CPV Partners (collectively, the "Reporting Persons"), as further described herein, in respect of the common stock, par value $0.004 per share (the "Common Stock"), of Laureate Education, Inc., a Delaware public benefit corporation (the "Issuer"). This Amendment No. 8 amends and restates Items 5(a)-(c) as set forth below. Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in the Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | See rows (11) and (13) of the cover page to this Schedule 13D for the aggregate number of shares of Common Stock and percentage of shares of Common Stock beneficially owned by each Reporting Person as of the date hereof.CPV Partners may be deemed to beneficially own an aggregate of 18,179,391 shares of Common Stock, which represents, in the aggregate, approximately 12.1% of the outstanding shares of Common Stock, as a result of (i) CPV Partners' indirect beneficial ownership of 12,485,166 shares of Common Stock owned by Wengen, (ii) 15,864 shares of Common Stock owned by an entity controlled by CPV Partners and of which it may be deemed to share beneficial ownership, and (iii) 5,678,361 shares of Common Stock held by an entity controlled by CPV Partners, and of which it may be deemed to share beneficial ownership. Based on his control of CPV Partners, Steven A. Cohen may be deemed to share beneficial ownership over the shares of Common Stock of which CPV Partners may share beneficial ownership.The aggregate percentage of shares of Common Stock reported as beneficially owned by each Reporting Person as of the date hereof is based upon 150,784,847 shares of Common Stock outstanding as of January 31, 2025, as disclosed in the Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed by the Issuer with the Securities and Exchange Commission on February 20, 2025.In addition, as disclosed in the Schedule 13D/A filed by Wengen on November 17, 2023, on November 14, 2023, Wengen sold 1,630,012 shares of Common Stock through one or more trades under Rule 144 of the Securities Act of 1933 (the "Rule 144 Sale"). As of November 15, 2023, following the Rule 144 Sale, Wengen held in the aggregate 19,225,572 shares of Common Stock, which represented, in the aggregate, approximately 12.2% of the then outstanding shares of Common Stock. Accordingly, the aggregate beneficial ownership of the Reporting Persons as of such date was 22,440,628 shares Common Stock, or approximately 14.3% of the then outstanding shares of Common Stock.Further, as disclosed in the Schedule 13D/A filed by Wengen on March 5, 2024, on March 1, 2024, certain investors in Wengen elected to redeem their interests in Wengen in exchange for delivery by Wengen to such investors of the number of shares of Common Stock corresponding to the Wengen interests so redeemed (the "2024 Redemption"). As of March 1, 2024, following the 2024 Redemption, Wengen held in the aggregate, 15,485,166 shares of Common Stock, which represented, in the aggregate, approximately 9.8% of the then outstanding shares of Common Stock. Accordingly, the aggregate beneficial ownership of the Reporting Persons as of such date was 18,700,222 shares of Common Stock, or approximately 11.9% of the then outstanding shares of Common Stock.The aggregate number of shares of the Issuer's Common Stock beneficially owned by the Reporting Persons as reported herein does not include any shares of Common Stock which may be received by holders of Common Stock subject to proxies given by current and former directors and employees to Wengen to vote their shares of Common Stock pursuant to the Management Stockholders Agreements as described elsewhere in this Statement.The Reporting Persons may be deemed to be the beneficial owner of the securities held directly by the Wengen Investors and Wengen, in each case, as described more fully in the Schedule 13D.The filing of the Schedule 13D shall not be construed as an admission that any of the above-listed entities or individuals is the beneficial owner of any securities covered by the Schedule 13D. | |
| (b) | See rows (7) through (10) of the cover page to this Schedule 13D for the shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition as of the date hereof. | |
| (c) | On March 7, 2025, certain investors in Wengen, including an entity controlled by CPV Partners and an affiliate of CPV Partners (which then distributed such shares of Common Stock to an entity controlled by CPV Partners), elected to redeem their interests in Wengen in exchange for delivery by Wengen to such investors of the number of shares of Common Stock corresponding to the Wengen interests so redeemed (the "2025 Redemption"). As a result of the 2025 Redemption, an entity controlled by CPV Partners received an aggregate of 2,479,169 shares of Common Stock for no additional consideration.Other than as set forth herein, no transactions in the shares of Common Stock have been effected by the Reporting Persons during the past sixty (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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