Sec Form 13D Filing - Sterling Fund Management LLC filing for LAUREATE EDUCATION INC. (LAUR) - 2021-04-06

 

SECURITIES AND EXCHANGE

COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

[Rule 13d-101]

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 24.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13D-2(a)

 

(Amendment No. 5)*

 

Laureate Education, Inc.

(Name of Issuer)

 

Class A common stock, par value $0.004 per share

(Title of Class of Securities)

 

518613203

(CUSIP Number)

 

M. Avi Epstein

c/o Sterling Partners

401 N. Michigan Avenue

Suite 3300

Chicago, IL  60611

(312) 465-7000

 

With a copy to:

 

Mark D. Wood, Esq.

Katten Muchin Rosenman LLP

525 W. Monroe Street

Chicago, Illinois  60661

(312) 902-5493

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

March 26, 2021

(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 ¨.

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

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

 

CUSIP No.   518613203
	1	Name of Reporting Persons Sterling Fund Management, LLC
	2	Check the Appropriate Box if a Member of a Group
		(a)			¨
		(b)			x
	3	SEC Use Only
	4	Source of Funds AF, OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ¨
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 13,889 (1)(2)
			8	Shared Voting Power 0
			9	Sole Dispositive Power 13,889 (1)(2)
			10	Shared Dispositive Power 0
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 13,889 (1)(2)
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o
	13	Percent of Class Represented by Amount in Row (11) 0% (3)
	14	Type of Reporting Person PN

 

 

(1) Represents shares of Class A common stock (“Class A Common Stock”) of Laureate Education, Inc. (the “Issuer”) issuable upon the conversion of an equal number of shares of Class B Common Stock of the Issuer (“Class B Common Stock”) held directly by Sterling Fund Management, LLC (“SFM”).  Douglas L. Becker, Steven M. Taslitz and R. Christopher Hoehn-Saric are the managers of SFM.

 

(2) 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.

 

(3) Based on shares of Class A Common Stock outstanding prior to the Distribution (as defined below), as provided by the Issuer, plus (i) 17,229,463 shares of Class A Common Stock issued upon conversion of an equal number of shares of Class B Common Stock in connection with the Distribution, and (ii) 13,889 shares of Class A Common Stock issuable upon the conversion of an equal number of shares of Class B Common Stock owned by SFM. (See Items 4 and 5.)

 

 

SCHEDULE 13D

 

CUSIP No.   518613203
	1	Name of Reporting Persons Sterling Capital Partners II, L.P.
	2	Check the Appropriate Box if a Member of a Group
		(a)			¨
		(b)			x
	3	SEC Use Only
	4	Source of Funds AF, OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ¨
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 182,341(4)
			8	Shared Voting Power 68,917,693(5)(6)
			9	Sole Dispositive Power 911,707(6)(7)
			10	Shared Dispositive Power 0
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 68,917,693(5)(6)
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   ¨
	13	Percent of Class Represented by Amount in Row (11) 35.9%(8)

14

Type of Reporting Person PN

 

 

(4) Consists of shares of Class A Common Stock held directly by Sterling Capital Partners II, L.P. (“SCP II LP”).

 

(5) Includes 68,917,693 shares of Class A Common Stock issuable upon the conversion of an equal number of shares of Class B Common Stock held directly by Wengen Alberta, Limited Partnership (“Wengen”), whose general partner is Wengen Investments Limited (the “Wengen GP”). Certain investors, including, but not limited to, certain investment funds and other persons affiliated with or managed by SFM (including the Reporting Persons) (collectively, “Sterling”), Kohlberg Kravis Roberts & Co. L.P. (together with its affiliates, “KKR”), CPV Partners, LLC (together with its affiliates, “CPV”) and Snow Phipps Group, LLC (collectively, the “Wengen Investors”), have interests in the Issuer through Wengen. Certain Wengen Investors (including the Reporting Persons) have designated representatives who serve on the board of directors of Wengen GP.  Each investor of Wengen has the ability to direct Wengen GP with respect to the portion of securities of the Issuer owned by Wengen attributable to such investor’s pro rata ownership interest in Wengen with respect to (i) the disposition of such securities, subject to certain limitations, and (ii) voting on Extraordinary Transactions (as defined in Item 6).  Wengen GP is entitled to vote shares of the Issuer held directly by Wengen for all other matters without direction from investors in Wengen (although Wengen is obligated to vote in favor of directors of the Issuer designated by each of Sterling, KKR and CPV, as well as directors chosen by a majority in interest of the investors in Wengen).  Accordingly, the Reporting Persons that have designated representatives serving on the board of directors of Wengen GP may be deemed to share voting power over all of the shares of the Issuer held by Wengen. (See Items 5 and 6.)

 

(6) See footnote 2.

 

(7) Consists of (i) 729,368 shares of Class A Common Stock issuable upon the conversion of an equal number of shares of Class B Common Stock attributable to the pro rata ownership interest of SCP II LP in Wengen and (ii) 182,341 shares of Class A Common Stock held directly by SCP II LP.  SC Partners II, L.P. (“SC Partners II”) is the sole general partner of SCP II LP, and Sterling Capital Partners II, LLC (“SCP II LLC”) is the sole general partner of SC Partners II.   Messrs. Becker, Taslitz and Hoehn-Saric are the managers of SCP II LLC, but Mr. Becker has irrevocably relinquished any voting or dispositive power he would otherwise have over these shares as a manager of SCP II LP. (See Item 6.)

 

(8) Based on shares of Class A Common Stock outstanding prior to the Distribution (as defined below), as provided by the Issuer, plus (i) 17,229,463 shares of Class A Common Stock issued upon conversion of an equal number of shares of Class B Common Stock in connection with the Distribution, and (ii) 68,917,693 shares of Class A Common Stock issuable upon the conversion of an equal number of shares of Class B Common Stock owned by Wengen. (See Items 4 and 5.)

 

 

 

SCHEDULE 13D

 

CUSIP No.   518613203
	1	Name of Reporting Persons SC Partners II, L.P.
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds AF, OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 182,341(9)
			8	Shared Voting Power 68,917,693(10)(11)
			9	Sole Dispositive Power 911,707(11)(12)
			10	Shared Dispositive Power 0
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 68,917,693(10)(11)
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o
	13	Percent of Class Represented by Amount in Row (11) 35.9%(13)

14

Type of Reporting Person PN

 

(9) See footnote 4.

 

(10) See footnote 5.

 

(11) See footnote 2.

 

(12) See footnote 7.

 

(13) See footnote 8.

 

 

SCHEDULE 13D

 

CUSIP No.   518613203
	1	Name of Reporting Persons Sterling Capital Partners II, LLC
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds AF, OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 182,341(14)
			8	Shared Voting Power 68,917,693 (15)(16)
			9	Sole Dispositive Power 911,707(16)(17)
			10	Shared Dispositive Power 0
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 68,917,693 (15)(16)
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o
	13	Percent of Class Represented by Amount in Row (11) 35.9%(18)

14

Type of Reporting Person PN

 

(14) See footnote 4.

 

(15) See footnote 5.

 

(16) See footnote 2.

 

(17) See footnote 7.

 

(18) See footnote 8.

 

 

SCHEDULE 13D

 

 

CUSIP No.   518613203
1	Name of Reporting Persons Sterling Capital Partners III, L.P.
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds AF, OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 447,021(19)
			8	Shared Voting Power 68,917,693 (20)(21)
			9	Sole Dispositive Power 2,235,103 (21)(22)
			10	Shared Dispositive Power 0
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 68,917,693 (20)(21)
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o
	13	Percent of Class Represented by Amount in Row (11) 35.9%(23)

14

Type of Reporting Person PN

 

(19) Consists of shares of Class A Common Stock held directly by Sterling Capital Partners III, L.P. (“SCP III LP”).

 

(20) See footnote 5.

 

(21) See footnote 2.

 

(22) Consists of (i) 1,788,086 shares of Class A Common Stock issuable upon the conversion of an equal number of shares of Class B Common Stock attributable to the pro rata ownership interest of SCP III LP in Wengen and (ii) 447,021 shares of Class A Common Stock held directly by SCP III LP.  SC Partners III, L.P. (“SC Partners III”) is the sole general partner of SCP III LP, and Sterling Capital Partners III, LLC (“SCP III LLC”) is the sole general partner of SC Partners III.  Messrs. Becker, Taslitz and Hoehn-Saric are the managers of SCP III LLC, but Mr. Becker has irrevocably relinquished any voting or dispositive power he would otherwise have over these shares as a manager of SCP III LLC. (See Item 6.)

 

(23) See footnote 8.

 

 

 

SCHEDULE 13D

 

CUSIP No.   518613203
	1	Name of Reporting Persons SC Partners III, L.P.
	2	Check the Appropriate Box if a Member of a Group
		(a)			¨
		(b)			x
	3	SEC Use Only
	4	Source of Funds AF, OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 447,021 (24)
			8	Shared Voting Power 68,917,693 (25)(26)
			9	Sole Dispositive Power 2,235,103 (26)(27)
			10	Shared Dispositive Power 0
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 68,917,693 (25)(26)
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o
	13	Percent of Class Represented by Amount in Row (11) 35.9%(28)

 

14

Type of Reporting Person PN

 

 

(24) See footnote 19.

 

(25) See footnote 5.

 

(26) See footnote 2.

 

(27) See footnote 22.

 

(28) See footnote 8.

 

 

SCHEDULE 13D

 

CUSIP No.   518613203
	1	Name of Reporting Persons Sterling Capital Partners III, LLC
	2	Check the Appropriate Box if a Member of a Group
		(a)			¨
		(b)			x
	3	SEC Use Only
	4	Source of Funds AF, OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 447,021 (29)
			8	Shared Voting Power 68,917,693 (30)(31)
			9	Sole Dispositive Power 2,235,103 (31)(32)
			10	Shared Dispositive Power 0
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 68,917,693 (30)(31)
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o
	13	Percent of Class Represented by Amount in Row (11) 35.9%(33)

 

14

Type of Reporting Person PN

 

 

(29) See footnote 19.

 

(30) See footnote 5.

 

(31) See footnote 2.

 

(32) See footnote 22.

 

(33) See footnote 8.

 

 

SCHEDULE 13D

 

CUSIP No.   518613203
	1	Name of Reporting Persons SP-L Affiliate, LLC
	2	Check the Appropriate Box if a Member of a Group
		(a)			¨
		(b)			x
	3	SEC Use Only
	4	Source of Funds AF, OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 440,438 (34)
			8	Shared Voting Power 68,917,693 (35)(36)
			9	Sole Dispositive Power 2,202,188 (36)(37)
			10	Shared Dispositive Power 0
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 68,917,693(35)(36)
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o
	13	Percent of Class Represented by Amount in Row (11) 35.9%(38)

 

14

Type of Reporting Person PN

 

 

(34) Consists of shares of Class A Common Stock held directly by SP-L Affiliate, LLC (“SP-L Affiliate”).

 

(35) See footnote 5.

 

(36) See footnote 2.

 

(37) Consists of (i) 1,761,755 shares of Class A Common Stock issuable upon the conversion of an equal number of shares of Class B Common Stock attributable to the pro rata ownership interest of SP-L Affiliate in Wengen and (ii) 440,438 shares of Class A Common Stock held directly by SP-L Affiliate.  Messrs. Becker, Taslitz and Hoehn-Saric are the managers of SP-L Affiliate.

 

(38) See footnote 8.

 

 

 

SCHEDULE 13D

 

CUSIP No.   518613203
	1	Name of Reporting Persons Sterling Laureate, LP
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds AF, OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 259,081 (39)
			8	Shared Voting Power 68,917,693 (40)(41)
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 1,295,403 (41)(42)
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 68,917,693(40)(41)
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o
	13	Percent of Class Represented by Amount in Row (11) 35.9%(43)

14

Type of Reporting Person PN

 

(39) Consists of shares of Class A Common Stock held directly by Sterling Laureate, LP (“Sterling Laureate”).

 

(40) See footnote 5.

 

(41) See footnote 2.

 

(42) Consists of (i) 1,036,324 shares of Class A Common Stock issuable upon the conversion of an equal number of shares of Class B Common Stock attributable to the pro rata ownership interest of Sterling Laureate in Wengen and (ii) 259,081 shares of Class A Common Stock held directly by Sterling Laureate.  SP-L Management III, LLC (“SP-L Management III”) is the general partner of Sterling Laureate, and SP-L Parent, LLC (“SP-L Parent”) is the general partner of SP-L Management III.  Messrs. Becker, Taslitz and Hoehn-Saric are the managers of SP-L Parent, but Mr. Becker has irrevocably relinquished any voting or dispositive power he would otherwise have over these shares as a manager of SP-L Parent. (See Items 4 and 6.)

 

(43) See footnote 8.

 

 

SCHEDULE 13D

 

< td colspan="6" style="padding: 3pt"> 

CUSIP No.   518613203
	1	Name of Reporting Persons SP-L Management III, LLC
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds AF, OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 259,081 (44)
			8	Shared Voting Power 68,917,693 (45)(46)
			9	Sole Dispositive Power  0
			10	Shared Dispositive Power 1,295,403 (46)(47)
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 68,917,693 (45)(46)
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o
	13	Percent of Class Represented by Amount in Row (11) 35.9%(48)

14

Type of Reporting Person PN

 

(44) See footnote 39.

 

(45) See footnote 5.

 

(46) See footnote 2.

 

(47) See footnote 42.

 

(48) See footnote 8.

 

 

SCHEDULE 13D

 

CUSIP No.   518613203
	1	Name of Reporting Persons Sterling Laureate Executives Fund, LP
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds AF, OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 104,605 (49)
			8	Shared Voting Power 68,917,693 (50)(51)
			9	Sole Dispositive Power 523,027 (51)(52)
			10	Shared Dispositive Power 0
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 68,917,693 (50)(51)
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o
	13	Percent of Class Represented by Amount in Row (11) 35.9% (53)

14

Type of Reporting Person PN

 

(49) Consists of shares of Class A Common Stock held directly by Sterling Laureate Executives Fund, LP (“Sterling Executives Fund”).

< p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> 

(50) See footnote 5.

 

(51) See footnote 2.

 

(52) Consists of (i) 418,423 shares of Class A Common Stock issuable upon the conversion of an equal number of shares of Class B Common Stock attributable to the pro rata ownership interest of Sterling Executives Fund in Wengen and (ii) 104,605 shares of Class A Common Stock held directly by Sterling Executives Fund.  SP-L Management IV, LLC (“SP-L Management IV”) is the general partner of Sterling Executives Fund, and SP-L Parent is the general partner of SP-L Management IV.  Messrs. Becker, Taslitz and Hoehn-Saric are the managers of SP-L Parent, but Mr. Becker has irrevocably relinquished any voting or dispositive power he would otherwise have over these shares as a manager of SP-L Parent. (See Items 4 and 6.)

 

(53) See footnote 8.

 

 

 

SCHEDULE 13D

 

CUSIP No.   518613203
	1	Name of Reporting Persons SP-L Management IV, LLC
	2	Check the Appropriate Box if a Member of a Group
		(a)			¨
		(b)			x
	3	SEC Use Only
	4	Source of Funds AF, OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 104,605 (54)
			8	Shared Voting Power 68,917,693 (55)(56)
			9	Sole Dispositive Power 523,027 (56)(57)
			10	Shared Dispositive Power 0
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 68,917,693 (55)(56)
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o
	13	Percent of Class Represented by Amount in Row (11) 35.9%(58)

14

Type of Reporting Person PN

 

(54) See footnote 49.

 

(55) See footnote 5.

 

(56) See footnote 2.

 

(57) See footnote 52.

 

(58) See footnote 8.

 

 

SCHEDULE 13D

 

CUSIP No.   518613203
	1	Name of Reporting Persons Sterling Laureate Rollover, LP
	2	Check the Appropriate Box if a Member of a Group
		(a)			¨
		(b)			x
	3	SEC Use Only
	4	Source of Funds AF, OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 51,124 (59)
			8	Shared Voting Power 68,917,693 (60)(61)
			9	Sole Dispositive Power 255,622 (61)(62)
			10	Shared Dispositive Power 0
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 68,917,693 (60)(61)
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o
	13	Percent of Class Represented by Amount in Row (11) 35.9%(63)

14

Type of Reporting Person PN

 

(59) Consists of shares of Class A Common Stock held directly by Sterling Laureate Rollover, LP (“Sterling Rollover”).

 

(60) See footnote 5.

 

(61) See footnote 2.

 

(62) Consists of (i) 204,498 shares of Class A Common Stock issuable upon the conversion of an equal number of shares of Class B Common Stock attributable to the pro rata ownership interest of Sterling Rollover in Wengen and (ii) 51,124 shares of Class A Common Stock held directly by Sterling Rollover.  SP-L Management V, LLC (“SP-L Management V”) is the general partner of Sterling Rollover, and SP-L Parent is the general partner of SP-L Management V.  Messrs. Becker, Taslitz and Hoehn-Saric are the managers of SP-L Parent, but Mr. Becker has irrevocably relinquished any voting or dispositive power he would otherwise have over these shares as a manager of SP-L Parent. (See Item 6.)

 

(63) See footnote 8.

 

 

SCHEDULE 13D

 

CUSIP No.   518613203
	1	Name of Reporting Persons SP-L Management V, LLC
	2	Check the Appropriate Box if a Member of a Group
		(a)			¨
		(b)			x
	3	SEC Use Only
	4	Source of Funds AF, OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 51,124 (64)
			8	Shared Voting Power 68,917,693 (65)(66)
			9	Sole Dispositive Power 255,622 (66)(67)
			10	Shared Dispositive Power 0
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 68,917,693 (65)(66)
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o
	13	Percent of Class Represented by Amount in Row (11) 35.9%(68)

14

Type of Reporting Person PN

 

(64) See footnote 59.

 

(65) See footnote 5.

 

(66) See footnote 2.

 

(67) See footnote 62.

 

(68) See footnote 8.

 

 

  

SCHEDULE 13D

 

CUSIP No.   518613203
	1	Name of Reporting Persons SP-L Parent, LLC
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds AF, OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 414,810 (69)
			8	Shared Voting Power 68,917,693 (70)(71)
			9	Sole Dispositive Power 778,649 (71)(72)
			10	Shared Dispositive Power 1,295,403 (71)(72)
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 68,917,693(70)(71)
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o
	13	Percent of Class Represented by Amount in Row (11) 35.9% (73)

14

Type of Reporting Person PN

 

(69) See footnotes 39, 49 and 59.

 

(70) See footnote 5.

 

(71) See footnote 2.

 

(72) See footnotes 42, 52 and 62.

 

(73) See footnote 8.

 

  

SCHEDULE 13D

 

CUSIP No.   518613203
	1	Name of Reporting Persons Douglas L. Becker
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds AF, OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0
			8	Shared Voting Power 69,661,729 (74)(75)(76)(77)
			9	Sole Dispositive Power 290,140 (74)(75)(78)
			10	Shared Dispositive Power 2,216,077 (74)(77)(79)
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 69,661,729 (74)(75)(76)(77)
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o
	13	Percent of Class Represented by Amount in Row (11) 36.1% (80)

14

Type of Reporting Person IN

 

(74) See footnote 2.

 

(75) Includes Mr. Becker’s allocable share of certain equity securities of the Issuer that are subject to the Founders’ Agreement (see Item 5) and a Management Stockholder’s Agreement (see Item 6), including: (i) 240,664 shares of Class A Common Stock issuable upon the conversion of an equal number of shares of Class B Common Stock issuable upon the exercise of vested options issued to Mr. Becker and (ii) 36,206 shares of Class A Common Stock issuable upon the conversion of an equal number of shares of Class B Common Stock issued to Mr. Becker pursuant to Performance Share Units (“PSUs”) under the Issuer’s 2013 Long-Term Incentive Plan.

 

(76) See footnote 5.

 

(77) See footnote 1.

 

(78) Includes Mr. Becker’s allocable share of certain equity securities of the Issuer that are subject to the Founders’ Agreement (see Item 5), including (i) 220 shares of Class A Common Stock issuable upon the conversion of an equal num ber of shares of Class B Common Stock attributable to the pro rata ownership interest of Mr. Becker in Wengen, (ii) 211 shares of Class A Common Stock issuable upon the conversion of an equal number of shares of Class B Common Stock attributable to the pro rata ownership interest of Mr. Taslitz in Wengen, (iii) 55 shares of Class A Common Stock held directly by Mr. Becker and (iv) 53 shares of Class A Common Stock held by Mr. Taslitz.

 

(79) See footnote 37.

 

(80) Based on shares of Class A Common Stock outstanding prior to the Distribution (as defined below), as provided by the Issuer, plus (i) 17,229,463 shares of Class A Common Stock issued upon conversion of an equal number of shares of Class B Common Stock in connection with the Distribution, and (ii) 68,917,693 shares of Class A Common Stock issuable upon the conversion of an equal number of shares of Class B Common Stock owned by Wengen (including the shares of Class B Common Stock attributable to the pro rata ownership interests in Wengen described herein), (iii) 13,889 shares of Class A Common Stock issuable upon the conversion of an equal number of shares of Class B Common Stock owned by SFM and (iv) Mr. Becker’s allocable share of certain equity securities of the Issuer that are subject to the Founders’ Agreement (see Item 5), including: (a) 240,664 shares of Class A Common Stock issuable upon the conversion of an equal number of shares of Class B Common Stock issuable upon the exercise of vested options issued to Mr. Becker and (b) 36,206 shares of Class A Common Stock that are issuable upon the conversion of an equal number of shares of Class B Common Stock issued to Mr. Becker pursuant to PSUs under the Issuer’s 2013 Long-Term Incentive Plan.  (See Items 4 and 5.)

 

 

SCHEDULE 13D

 

CUSIP No.   518613203
	1	Name of Reporting Persons The Irrevocable BBHT II IDGT
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6	Citizenship or Place of Organization Florida
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 221 (81)
			8	Shared Voting Power 68,917,693 (82)(83)
			9	Sole Dispositive Power 1,104 (83)(84)
			10	Shared Dispositive Power 0
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 68,917,693(82)(83)
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o
	13	Percent of Class Represented by Amount in Row (11) 35.9%(85)

14

Type of Reporting Person OO

 

(81) Consists of shares of Class A Common Stock held directly by the Irrevocable BBHT II IDGT (the “BBHT Trust”).

 

(82) See footnote 5.

 

(83) See footnote 2.

 

(84) Consists of (i) 883 shares of Class A Common Stock issuable upon the conversion of an equal number of shares of Class B Common Stock attributable to the pro rata ownership interest of the BBHT Trust in Wengen (the “BBHT Indirect Issuer Shares”) and (ii) 221 shares of Class A Common Stock held directly by the BBHT Trust.  Marianne Schmidt Hellauer, the trustee of the BBHT Trust, has voting and dispositive power over the BBHT Indirect Issuer Shares and the Class A Common Stock held by the BBHT Trust.

 

(85) See footnote 8.

 

 

 

SCHEDULE 13D

 

CUSIP No.   518613203
	1	Name of Reporting Persons DLB Irrevocable Telecom Trust u/a/d/ 1/3/05
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6	Citizenship or Place of Organization Florida
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 220 (86)
			8	Shared Voting Power 68,917,693(87)(88)
			9	Sole Dispositive Power 1,101 (88)(89)
			10	Shared Dispositive Power 0
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 68,917,693(87)(88)
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o
	13	Percent of Class Represented by Amount in Row (11) 35.9% (90)
	14	Type of Reporting Person OO

 

(86) Consists of shares of Class A Common Stock held directly by the DLB Irrevocable Telecom Trust u/a/d/ 1/3/05 (the “DLB Trust”).

 

(87) See footnote 5.

 

(88) See footnote 2.

 

(89) Consists of (i) 880 shares of Class A Common Stock issuable upon the conversion of an equal number of shares of Class B Common Stock attributable to the pro rata ownership interest of the DLB Trust in Wengen (the “DLB Indirect Issuer Shares”) and (ii) 220 shares of Class A Common Stock held directly by the DLB Trust.  Ms. Hellauer, the trustee of the DLB Trust, has voting and dispositive power over the DLB Indirect Issuer Shares and the Class A Common Stock held by the DLB Trust.

 

(90) See footnote 8.

 

 

SCHEDULE 13D

 

CUSIP No.   518613203
	1	Name of Reporting Persons Steven M. Taslitz
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds AF, OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 221 (91)
			8	Shared Voting Power 70,446,820 (92)(93)(94)(95)
			9	Sole Dispositive Power 291,024 (92)(95)(96)(97)
			10	Shared Dispositive Power 7,436,939 (92)(94)(98)
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 71,390,942 (92)(93)(94)(96)
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o
	13	Percent of Class Represented by Amount in Row (11) 37.0% (99)
	14	Type of Reporting Person IN

 

(91) Consists of shares of Class A Common Stock held directly by KJT 2013 Gift Trust (the “KJT Trust”).

 

(92) See footnote 2.

 

(93) See footnote 5.

 

(94) See footnote 1.

 

(95) Includes Mr. Taslitz’s allocable share of certain equity securities of the Issuer that are subject to the Founders’ Agreement (see Item 5) and a Management Stockholder’s Agreement (see Item 6), including: (i) 240,664 shares of Class A Common Stock issuable upon the conversion of an equal number of shares of Class B Common Stock issuable upon the exercise of vested options issued to Mr. Becker and (ii) 36,206 shares of Class A Common Stock issuable upon the conversion of an equal number of shares of Class B Common Stock issued to Mr. Becker pursuant to PSUs under the Issuer’s 2013 Long-Term Incentive Plan.

 

(96) Consists of (i) 880 shares of Class A Common Stock issuable upon the conversion of an equal number of shares of Class B Common Stock attributable to the pro rata ownership interest of the KJT Trust in Wengen and (iii) 221 shares of Class A Common Stock held by the KJT Trust.  Mr. Taslitz is the sole trustee of the KJT Trust, with sole voting and dispositive power over the securities held by the KJT Trust, and, along with his adult children, is a beneficiary of the KJT Trust.

 

(97) Includes Mr. Taslitz’s allocable share of certain equity securities of the Issuer that are subject to the Founders’ Agreement (see Item 5), including (i) 220 shares of Class A Common Stock issuable upon the conversion of an equal number of shares of Class A Common Stock attributable to the pro rata ownership interest of Mr. Becker in Wengen and (ii) 212 shares of Class A Common Stock issuable upon the conversion of an equal number of shares of Class A Common Stock attributable to the pro rata ownership interest of Mr. Taslitz in Wengen, (iii) 55 shares of Class A Common Stock held directly by Mr. Becker and (iv) 53 shares of Class A Common Stock held by Mr. Taslitz.

 

(98) See footnotes 7, 22, 37, 42, 52 and 62.

 

(99) Based on shares of Class A Common Stock outstanding prior to the Distribution (as defined below), as provided by the Issuer, plus (i) 17,229,463 shares of Class A Common Stock issued upon conversion of an equal number of shares of Class B Common Stock in connection with the Distribution, and (ii) 68,917,693 shares of Class A Common Stock issuable upon the conversion of an equal number of shares of Class B Common Stock owned by Wengen (including the shares of Class B Common Stock attributable to the pro rata ownership interests in Wengen described herein), (iii) 13,889 shares of Class A Common Stock issuable upon the conversion of an equal number of shares of Class B Common Stock owned by SFM and (iv) Mr. Taslitz’s allocable share of certain equity securities of the Issuer that are subject to the Founders’ Agreement (see Item 5), including: (a) 240,664 shares of Class A Common Stock issuable upon the conversion of an equal number of shares of Class B Common Stock issuable upon the exercise of vested options issued to Mr. Becker and (b) 36,206 shares of Class A Common Stock issuable upon the conversion of an equal number of shares of Class B Common Stock issued to Mr. Becker pursuant to PSUs under the Issuer’s 2013 Long-Term Incentive Plan. (See Items 4 and 5.)

 

 

SCHEDULE 13D

 

CUSIP No.   518613203
	1	Name of Reporting Persons KJT 2013 Gift Trust
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds AF, OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6	Citizenship or Place of Organization Florida
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 221 (100)
			8	Shared Voting Power 68,917,693(101)(102)
			9	Sole Dispositive Power 1,104 (102)(103)
			10	Shared Dispositive Power 0
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 68,917,693(101)(102)
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o
	13	Percent of Class Represented by Amount in Row (11) 35.9% (104)
	14	Type of Reporting Person OO

 

(100) See footnote 91.

 

(101) See footnote 5.

 

(102) See footnote 2.

 

(103) See footnote 96.

 

(104) See footnote 8.

 

  

SCHEDULE 13D

 

CUSIP No.   518613203
	1	Name of Reporting Persons R. Christopher Hoehn-Saric
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds AF, OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 289,707 (105)(106)
			8	Shared Voting Power 70,446,818 (105)(107)(108)
			9	Sole Dispositive Power 290,138 (105)(106)(109)
			10	Shared Dispositive Power 7,436,939 (105)(108)(110)
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 71,390,942 (105)(106)(107)(108)
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o
	13	Percent of Class Represented by Amount in Row (11) 37.0% (111)

14

Type of Reporting Person IN

 

 

(105) See footnote 2.

 

(106) Includes Mr. Hoehn-Saric’s allocable share of certain equity securities of the Issuer that are subject to the Founders’ Agreement (see Item 5), including: (i) 240,663 shares of Class A Common Stock issuable upon the conversion of an equal number of shares of Class B Common Stock issuable upon the exercise of vested options issued to Mr. Becker and (ii) 36,205 shares of Class A Common Stock issuable upon the conversion of an equal number of shares of Class B Common Stock issued to Mr. Becker pursuant to PSUs under the Issuer’s 2013 Long-Term Incentive Plan.

 

(107) See footnote 5.

 

(108) See footnote 1.

 

(109) Includes Mr. Hoehn-Saric’s allocable share of certain equity securities of the Issuer that are subject to the Founders’ Agreement (see Item 5), including (i) 220 shares of Class B Common Stock attributable to the pro rata ownership interest of Mr. Becker in Wengen, (ii) 211 shares of Class B Common Stock attributable to the pro rata ownership interest of Mr. Taslitz in Wengen, (iii) 55 shares of Class A Common Stock held directly by Mr. Becker and (iv) 53 shares of Class A Common Stock held by Mr. Taslitz.

 

(110) See footnotes 7, 22, 37, 42, 52 and 62.

 

(111) Based on shares of Class A Common Stock outstanding prior to the Distribution (as defined below), as provided by the Issuer, plus (i) 17,229,463 shares of Class A Common Stock issued upon conversion of an equal number of shares of Class B Common Stock in connection with the Distribution, and (ii) 68,917,693 shares of Class A Common Stock issuable upon the conversion of an equal number of shares of Class B Common Stock owned by Wengen (including the shares of Class B Common Stock attributable to the pro rata ownership interests in Wengen described herein), (iii) 13,889 shares of Class A Common Stock issuable upon the conversion of an equal number of shares of Class B Common Stock owned by SFM and (iv) Mr. Taslitz’s allocable share of certain equity securities of the Issuer that are subject to the Founders’ Agreement (see Item 5), including: (a) 240,633 shares of Class A Common Stock issuable upon the conversion of an equal number of shares of Class B Common Stock issuable upon the exercise of vested options issued to Mr. Becker and (b) 36,205 shares of Class A Common Stock issuable upon the conversion of an equal number of shares of Class B Common Stock issued to Mr. Becker pursuant to PSUs under the Issuer’s 2013 Long-Term Incentive Plan. (See Items 4 and 5.)

 

 

Explanatory Note

 

This Amendment No. 5 (“Amendment No. 5”) to Schedule 13D 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 the Reporting Persons (as defined below) on February 17, 2017, as amended by Amendment No. 1 to such Schedule 13D filed on April 25, 2018, Amendment No. 2 to such Schedule 13D filed on November 27, 2018, Amendment No. 3 to such Schedule 13D filed on June 26, 2019 and Amendment No. 4 to such Schedule 13D filed on September 24, 2019 (as so amended, the “Statement”). This Amendment No. 5 is being filed by the Reporting Persons in connection with the distribution by Wengen Alberta, Limited Partnership (“Wengen”) of 17,229,423 shares of the Issuer’s Class A Common Stock to Wengen’s limited partners (including certain of the Reporting Persons) in proportion to their respective ownership percentages in Wengen, as described in more detail below. Except as specifically provided herein, this Amendment No. 5 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.

 

Item 4.             Purpose of Transaction.

 

Item 4 of the Statement is hereby amended by adding the following:

 

On March 26, 2021, Wengen distributed 17,229,423 shares of the Issuer’s Class B Common Stock to Wengen investors for no additional consideration and in proportion to such Wengen investors’ respective ownership percentages in Wengen (the “Distribution”), which shares, upon the Distribution, converted into shares of the Issuer’s Class A Common Stock.

 

In connection with the Distribution, the shareholders of Wengen GP approved a change in the size of Wengen GP’s board of directors, which change permits the board to be comprised of between six and nine directors. In connection therewith, pursuant to the terms of the Wengen Securityholders Agreement, Christopher Hoehn-Saric resigned as a representative of Sterling on the Wengen GP board of directors, and M. Avi Epstein, Managing Director, Chief Operating Officer, General Counsel and Chief Compliance Officer of Sterling, was appointed to fill the vacancy as a Sterling representative.

 

Item 5.            Interests in Securities of the Issuer

 

Item 5(a) and (b) of the Statement is hereby amended and restated as follows:

 

(a) and (b).  The Reporting Persons may be deemed to beneficially own an aggregate of 71,390,942 shares of Class A Common Stock (including 802,211 shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock issuable upon the exercise of vested options issued to Mr. Becker), which represent, in the aggregate, approximately 36.1% of the outstanding shares of the Issuer’s Class A Common Stock, calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934 (the “Exchange Act”), as a result of their direct and indirect ownership of Class B Common Stock through Wengen.  Each of the Reporting Persons may be deemed to beneficially own the number and percentage of shares of the Issuer’s Class A Common Stock disclosed as beneficially owned by it in the applicable table set forth on the cover pages to this Statement.  The responses of the Reporting Persons to rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Statement and the corresponding footnotes included therewith are incorporated herein by reference.

 

Wengen beneficially owns an aggregate of 68,917,693 shares of Class B Common Stock (“Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”), which are convertible by Wengen on a one-for-one basis into shares of Class A Common Stock at the discretion of the general partner of Wengen or upon transfer, subject to the terms of the Issuer’s Amended and Restated Certificate of Incorporation.  The limited partnership interests in Wengen are held by certain investors, including the Wengen Investors. The general partner of Wengen is Wengen Investments Limited (the “Wengen GP”), which is governed by a board of directors composed of Messrs. Taslitz, Epstein and other representatives of the Wengen Investors.  Pursuant to the provisions of the Wengen Securityholders Agreement (defined below), Wengen GP will vote the shares of Common Stock owned by Wengen in certain matters, including in the election of certain directors, at the discretion of Wengen GP and as a result, the Wengen Investors, including Sterling and certain of its affiliates, may be deemed to have shared voting power over the 68,917,693 shares of Class B Common Stock held directly by Wengen.  The Wengen Securityholders Agreement further provides each investor of Wengen with the ability to direct Wengen GP with respect to the portion of securities owned by Wengen attributable to such investor’s pro rata ownership interest in Wengen with respect to voting on Extraordinary Transactions (as defined below) and the disposition of such securities, subject to certain limitations.  The above does not include additional shares of Class B Common Stock owned by employees, directors and former employees and directors of the Issuer over which Wengen has been granted a voting proxy (but no rights with respect to conversion of such shares of Class B Common Stock into shares of Class A Common Stock) pursuant to the Management Stockholder’s Agreements (as defined in Item 6 below) further described in Item 6 below.  As set forth in the Issuer’s Schedule 14A Proxy Statement with respect to the annual meeting of stockholders filed by the Issuer with the SEC on March 27, 2020, an aggregate of 498,338 shares of Class B Common Stock were subject to such voting proxy as of February 14, 2020.

 

 

The aggregate percentage of beneficial ownership in this Statement for purposes of calculations under Rule 13d-3 is based on shares of Class A Common Stock outstanding prior to the Distribution, as provided by the Issuer, plus (i) 17,229,463 shares of Class A Common Stock issued upon conversion of an equal number of shares of Class B Common Stock in connection with the Distribution, (ii) 68,917,693 shares of Class A Common Stock issuable upon the conversion of an equal number of shares of Class B Common Stock owned by Wengen, (iii) 802,211 shares of Class A Common Stock issuable upon the conversion of an equal number of shares of Class B Common Stock issuable upon the exercise of options issued to Mr. Becker, (iv) 13,889 shares of Class A Common Stock issuable upon the conversion of an equal number of shares of Class B Common Stock owned by SFM and (iv) 125,724 shares of Class A Common Stock issuable upon the conversion of an equal number of shares of Class B Common Stock issued to Mr. Becker. The aggregate number of shares of the Issuer’s Class A Common Stock beneficially owned by the Reporting Persons as reported herein does not include any shares of Class A Common Stock which may be received by holders of Class B Common Stock subject to proxies given by current and former directors and employees (including Messrs. Becker and Taslitz) to Wengen to vote their shares of Class B Common Stock pursuant to the Management Stockholder’s Agreements.

 

In general, the Wengen Securityholders Agreement provides, among other things, that, until such time as Wengen and its investors collectively cease to own 40% of the Issuer’s Common Stock, Wengen GP (or, upon any dissolution of Wengen, the investors in Wengen) have the right to designate a number of directors to the Issuer’s board of directors equal to Wengen’s and its investors’ proportionate share of the economic ownership of the Issuer’s Common Stock (the “Wengen Directors”), and the size of the board of directors of the Issuer may not be increased or decreased without the approval of the majority in interest of the investors in Wengen.  The agreement further provides that Sterling, KKR, Bregal Investments, Inc. (“Bregal”) and CPV each have the right to designate one such Wengen Director to serve on the Issuer’s board of directors, in each case, until such time as such party ceases to beneficially own a minimum of 5,357,143 shares of Common Stock (provided that Bregal’s right in that regard terminated as a result of its sale of shares in an underwritten public offering concluded on November 20, 2018).  The remaining Wengen Directors are designated by Wengen GP, as chosen by a vote of the majority in interest of the investors in Wengen.  Currently, the Wengen Directors consist of Mr. Taslitz (as the designee of Sterling), William Cornog (as the designee of KKR) and Andrew Cohen (as the designee of CPV), as well as Brian Carroll, Pedro del Corro and Ian Snow, as the remaining designees.  Wengen GP has further agreed to cause all shares of Wengen to be voted in favor of the Wengen Directors identified by each of Sterling, KKR and CPV, as well as the Wengen Directors chosen by a majority in interest of the investors in Wengen. As a result of Wengen’s sale of shares of Common Stock in the September 2019 Offering, Wengen and its investors collectively ceased to own at least 40% of the Issuer’s Common Stock, and, consequently, Wengen’s right under the Wengen Securityholders Agreement to designate directors to serve on the Issuer’s board of directors terminated.

 

Shares of Class A Common Stock reported in rows 7, 8, 9, 10 and 11 and the percentage of shares of Class A Common Stock reported in row 13 on the cover page of this Statement filed by Mr. Becker do not include 12,490 shares of Class B Common Stock held directly by the 2002 GST Exempt Harvest Trust (the “GST Trust”), a trust for the benefit of certain members of Mr. Becker’s family, because (i) Ms. Hellauer serves as the sole trustee with voting and dispositive power over the securities held thereby, (ii) the GST Trust is not an investor in Wengen and (iii) the GST Trust is not a party to the Wengen Securityholders’ Agreement.  However, pursuant to the Wengen Securityholders Agreement, shares of the Issuer held by the GST Trust are included when determining (a) the number of directors Sterling has the right to designate to serve on the board of directors of Wengen GP.

 

Shares of Class A Common Stock reported in rows 7, 8, 9, 10 and 11 and the percentage of shares of Class A Common Stock reported in row 13 on the cover page of this Statement filed by SFM do not include any shares of the Issuer held by Wengen because SFM (i) does not hold any shares of the Issuer through Wengen and (ii) is not a party to the Wengen Securityholders’ Agreement.  However, pursuant to the Wengen Securityholders’ Agreement, shares of the Issuer held by SFM are included when determining the number of directors Sterling has the right to designate to serve on the board of directors of Wengen GP.

 

 

Pursuant to an agreement (the “Founders’ Agreement”) among Messrs. Becker, Taslitz and Hoehn-Saric and one other founder of Sterling (the “Sterling Founders”), the Sterling Founders share equally, on a net after-tax basis, in certain equity securities they receive in connection with services rendered by any of them to certain entities, including the Issuer, except that such other Sterling Founder only shares in equity securities related to periods prior to January 1, 2017.  Each Sterling Founder controls the voting and disposition of the securities allocable to such Sterling Founder.

 

Shares of Class A Common Stock reported in rows 7, 8, 9, 10 and 11 and the percentage of shares of Class A Common Stock reported in row 13 on the cover pages of this Statement filed by Messrs. Becker, Taslitz and Hoehn-Saric, respectively, do not include shares of Class B Common Stock held by certain investment vehicles (the “Co-Investor Vehicles”) that hold limited partnership interests in Wengen on behalf of persons that are not affiliated with SFM or any of its affiliates (the “Co-Investors”).  Under the Wengen Securityholders Agreement (as previously described in this Item 5), each Co-Investor Vehicle has the ability to direct Wengen GP with respect to the portion of securities owned by Wengen attributable to such Co-Investor Vehicle’s pro rata ownership interest in Wengen with respect to the matters described in Item 6 (the “Issuer Pass-Through Matters”).  In turn, the organizational documents of each Co-Investor Vehicle provides that each Co-Investor has the ability to direct the relevant Co-Investor Vehicle with respect to such Co-Investor’s allocable share of the Co-Investor Vehicle’s portion of the securities of the Issuer held by Wengen with respect to the Issuer Pass-Through Matters. By virtue of the organizational documents of the Co-Investor Vehicles and general partners of the Co-Investor Vehicles (the “Co-Investor GPs”), SP-L Parent, as the general partner of the Co-Investor GPs of each of the Co-Investor Vehicles (and, ultimately, each of Messrs. Becker, Taslitz and Hoehn-Saric, as the managers of SP-L Parent), is entitled to a profits interest with respect to the Co-Investor Indirect Issuer Shares.  Mr. Taslitz does not represent the Co-Investor Vehicles on the board of directors of the Issuer, and Messrs. Taslitz and Epstein do not represent the Co-Investor Vehicles on the board of directors of Wengen GP.

 

SP-L Parent is also the general partner of each of SP-L Management III, SP-L Management IV and SP-L Management V, which, in turn, are the general partners of Sterling Laureate, Sterling Executives Fund and Sterling Rollover, respectively.  SP-L Parent may be deemed to indirectly beneficially own shares of Class B Common Stock attributable to the pro rata ownership interests of Sterling Laureate, Sterling Executives Fund and Sterling Rollover (collectively, the “SP-L Management Indirect Issuer Shares”) in Wengen. By virtue of the organizational documents of each of Sterling Laureate, Sterling Executives Fund and Sterling Rollover and their respective general partners, SP-L Parent (and, ultimately, each of Messrs. Becker, Taslitz and Hoehn-Saric, as the managers of SP-L Parent) is entitled to a profits interest with respect to the SP-L Management Indirect Issuer Shares.  SP-L Parent (and, ultimately, each of Messrs. Taslitz and Hoehn-Saric, as managers of SP-L Parent) has voting and dispositive control over the SP-L Management Indirect Issuer Shares held by Sterling Executives Fund and Sterling Rollover. Mr. Becker is also a manager of SP-L Parent, but Mr. Becker has irrevocably relinquished his rights as such a manager with respect to the SP-L Management Indirect Issuer Shares. Effective as of August 30, 2019, the organizational document of Sterling Laureate was amended (the “Sterling Laureate Amendment”) to allow each of Sterling Laureate’s investors to direct Sterling Laureate with respect to the disposition of such investor’s allocable share of the SP-L Management Indirect Issuer Shares held by Sterling Laureate (the “Sterling Laureate Indirect Issuer Shares”), and, following the Sterling Laureate Amendment, SP-L Parent and, ultimately, each of Messrs. Taslitz and Hoehn-Saric, as managers of SP-L Parent, share dispositive control with the Sterling Laureate investors, and continue to have sole voting control, over the Sterling Laureate Indirect Issuer Shares.  The organizational document of Sterling Executives Fund may be amended in a manner similar to the Sterling Laureate Amendment. (See Item 6.)

 

Each of SC Partners II (as the general partner of SCP II LP), SCP II, LLC (as the general partner of SC Partners II), SC Partners III (as the general partner of SCP III LP), SCP III, LLC (as the general partner of SC Partners III) and Messrs. Taslitz and Hoehn-Saric (as managers of SCP II LLC and SCP III LLC) may be deemed to be the beneficial owner of the securities held by each of SCP II LP and SCP III LP in Wengen, as described more fully in this Statement.  Mr. Becker is also a manager of SCP II LLC and SCP III LLC, but Mr. Becker has irrevocably relinquished his rights as such a manager with respect to the shares of Common Stock held by SCP II LLC and SCP III LLC. (See Item 6.)

 

The filing of this Statement 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 this Statement.

 

Wengen, the other Wengen Investors and certain of their affiliates will separately make Schedule 13D filings reporting their beneficial ownership of shares of Class A Common Stock.

 

None of the other persons named in Item 2 beneficially owns any shares of Class A Common Stock. 

 

 

  

SIGNATURE

 

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Dated: April 6, 2021
	DOUGLAS L. BECKER
	By:	/s/ M. Avi Epstein
	Name:	M. Avi Epstein
	Title:	Attorney-in-Fact
	THE IRREVOCABLE BBHT II IDGT
	By:	/s/ M. Avi Epstein
	Name:	M. Avi Epstein
	Title:	Attorney-in-Fact
	DLB IRREVOCABLE TELECOM TRUST U/A/D/ 1/3/05
	By:	/s/ M. Avi Epstein
	Name:	M. Avi Epstein
	Title:	Attorney-in-Fact
	STEVEN M. TASLITZ
	By:	/s/ M. Avi Epstein
	Name:	M. Avi Epstein
	Title:	Attorney-in-Fact
	KJT 2013 GIFT TRUST
	By:	/s/ M. Avi Epstein
	Name:	M. Avi Epstein
	Title:	Attorney-in-Fact
	R. CHRISTOPHER HOEHN-SARIC
	By:	/s/ M. Avi Epstein
	Name:	M. Avi Epstein
	Title:	Attorney-in-Fact
	STERLING FUND MANAGEMENT, LLC
	By:	/s/ M. Avi Epstein
	Name:	M. Avi Epstein
	Title:	Attorney-in-Fact

 

 

 

	STERLING CAPITAL PARTNERS II, L.P.
	By:	SC Partners II, L.P.
	Its:	General Partner
		By:	Sterling Capital Partners II, LLC
		Its:	General Partner
	By:	/s/ M. Avi Epstein
	Name:	M. Avi Epstein
	Title:	Attorney-in-Fact
	SC PARTNERS II, L.P.
	By:	Sterling Capital Partners II, LLC
	Its:	General Partner
	By:	/s/ M. Avi Epstein
	Name:	M. Avi Epstein
	Title:	Attorney-in-Fact
	STERLING CAPITAL PARTNERS II, LLC
	By:	/s/ M. Avi Epstein
	Name:	M. Avi Epstein
	Title:	Attorney-in-Fact
	STERLING CAPITAL PARTNERS III, L.P.
	By:	SC Partners III, L.P.
	Its:	General Partner
		By:	Sterling Capital Partners III, LLC
		Its:	General Partner
	By:	/s/ M. Avi Epstein
	Name:	M. Avi Epstein
	Title:	Attorney-in-Fact
	SC PARTNERS III, L.P.
	By:	Sterling Capital Partners III, LLC
	Its:	General Partner
	By:	/s/ M. Avi Epstein
	Name:	M. Avi Epstein
	Title:	Attorney-in-Fact
	STERLING CAPITAL PARTNERS III, LLC
	By:	/s/ M. Avi Epstein
	Name:	M. Avi Epstein
	Title:	Attorney-in-Fact

 

 

	SP-L AFFILIATE, LLC
	By:	/s/ M. Avi Epstein
	Name:	M. Avi Epstein
	Title:	Attorney-in-Fact
	STERLING LAUREATE, LP
	By:	SP-L Management III, LLC
	Its:	General Partner
	By:	/s/ M. Avi Epstein
	Name:	M. Avi Epstein
	Title:	Attorney-in-Fact
	SP-L MANAGEMENT III, LLC

 

	By:	SP-L Parent, LLC
	Its:	General Partner
	By:	/s/ M. Avi Epstein
	Name:	M. Avi Epstein
	Title:	Attorney-in-Fact
	STERLING LAUREATE EXECUTIVES FUND, LP
	By:	SP-L Management IV, LLC
	Its:	General Partner
	By:	/s/ M. Avi Epstein
	Name:	M. Avi Epstein
	Title:	Attorney-in-Fact
	SP-L MANAGEMENT IV, LLC
	By:	SP-L Parent, LLC
	Its:	General Partner
	By:	/s/ M. Avi Epstein
	Name:	M. Avi Epstein
	Title:	Attorney-in-Fact
	STERLING LAUREATE ROLLOVER, LP
	By:	SP-L Management V, LLC
	Its:	General Partner
	By:	/s/ M. Avi Epstein
	Name:	M. Avi Epstein
	Title:	Attorney-in-Fact

 

 

	SP-L MANAGEMENT V, LLC
	By:	SP-L Parent, LLC
	Its:	General Partner
	By:	/s/ M. Avi Epstein
	Name:	M. Avi Epstein
	Title:	Attorney-in-Fact
	SP-L PARENT, LLC
	By:	/s/ M. Avi Epstein
	Name:	M. Avi Epstein
	Title:	Attorney-in-Fact