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Form 4 LAUREATE EDUCATION, INC. For: Jun 23 Filed by: COHEN STEVEN A/SAC CAPITAL MGMT LP

June 24, 2022 5:41 PM EDT

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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).
1. Name and Address of Reporting Person *
COHEN STEVEN A/SAC CAPITAL MGMT LP

(Last) (First) (Middle)
72 CUMMINGS POINT ROAD

(Street)
STAMFORD CT 06902

(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)
Director-by-Deputization
3. Date of Earliest Transaction (Month/Day/Year)
06/23/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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
Common Stock               16,011,838 I See footnote (1) (2) (3) (5)
Common Stock 06/23/2022   S   163,122 D $ 10.6038 0 I See footnote (3) (4) (5)
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
Explanation of Responses:
1. Includes 3,215,056 shares of Common Stock, including 15,864 shares of Common Stock that were issued pursuant to the Issuer's non-employee director compensation program, held directly by CPV Holdings, LLC ("CPV Holdings"). CPV Partners, LLC ("CPV") has investment management authority over CPV Holdings. Steven A. Cohen is the managing member of CPV Holdings and the senior managing member of CPV. By virtue of his relationship to CPV and CPV Holdings, Steven A. Cohen may be deemed to have beneficial ownership over the shares of Common Stock held by CPV Holdings.
2. CPV Holdings also holds, directly and indirectly, limited partnership interests in Wengen which collectively would entitle it to receive approximately 12,796,782 shares of Common Stock upon a distribution by Wengen. CPV, by virtue of its investment management authority over CPV Holdings, indirectly beneficially owns such 12,796,782 shares of Common Stock. By virtue of his relationship to CPV and CPV Holdings, Steven A. Cohen may be deemed to have beneficial ownership over the shares of Common Stock held by CPV Holdings.
3. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of the Reporting Person's pecuniary interest therein. This filing shall not be deemed an admission that the Reporting Person is 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 or otherwise.
4. These shares of Common Stock were held directly by a fund in which the Reporting Person may be deemed to have an indirect pecuniary interest as an indirect holder of interests in the fund. The sale transactions reflected in this Form 4 were directed by an unaffiliated third-party manager sub-advising the fund.
5. Pursuant to the Issuer's Amended and Restated Certificate of Incorporation, the Class A Common Stock of the Issuer and Class B Common Stock of the Issuer have converted into Common Stock of the Issuer.
STEVEN A. COHEN: By: /s/ Jason M. Colombo, Authorized Signatory 06/24/2022
** 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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