Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Martinez Alfonso
  2. Issuer Name and Ticker or Trading Symbol
LAUREATE EDUCATION, INC. [LAUR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
See Remarks
(Last)
(First)
(Middle)
650 S. EXETER STREET, 12TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
07/20/2017
(Street)

BALTIMORE, MD 21202
4. If Amendment, Date 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
(City)
(State)
(Zip)
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

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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 Underlying Securities
(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 of Derivative Security: 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
Employee Stock Option (right to buy) $ 23.2 07/20/2017   D(1)     7,000   (2) 10/02/2023 Class B Common Stock (3) 7,000 $ 0 0 D  
Employee Stock Option (right to buy) $ 17.44 07/20/2017   A(1)   7,000     (2) 10/02/2023 Class B Common Stock (3) 7,000 $ 0 7,000 D  
Employee Stock Option (right to buy) $ 23.2 07/20/2017   D(1)     7,000   (4) 10/02/2023 Class B Common Stock (3) 7,000 $ 0 0 D  
Employee Stock Option (right to buy) $ 17.44 07/20/2017   A(1)   7,000     (4) 10/02/2023 Class B Common Stock (3) 7,000 $ 0 7,000 D  
Employee Stock Option (right to buy) $ 23.2 07/20/2017   D(1)     2,927   (5) 07/10/2024 Class B Common Stock (3) 2,927 $ 0 0 D  
Employee Stock Option (right to buy) $ 17.44 07/20/2017   A(1)   2,927     (5) 07/10/2024 Class B Common Stock (3) 2,927 $ 0 2,927 D  
Employee Stock Option (right to buy) $ 23.2 07/20/2017   D(1)     1,463   (6) 07/10/2024 Class B Common Stock (3) 1,463 $ 0 0 D  
Employee Stock Option (right to buy) $ 17.44 07/20/2017   A(1)   1,463     (6) 07/10/2024 Class B Common Stock (3) 1,463 $ 0 1,463 D  
Employee Stock Option (right to buy) $ 23.2 07/20/2017   D(1)     2,943   (7) 03/04/2025 Class B Common Stock (3) 2,943 $ 0 0 D  
Employee Stock Option (right to buy) $ 17.44 07/20/2017   A(1)   2,943     (7) 03/04/2025 Class B Common Stock (3) 2,943 $ 0 2,943 D  
Employee Stock Option (right to buy) $ 23.2 07/20/2017   D(1)     1,471   (8) 03/04/2025 Class B Common Stock (3) 1,471 $ 0 0 D  
Employee Stock Option (right to buy) $ 17.44 07/20/2017   A(1)   1,471     (8) 03/04/2025 Class B Common Stock (3) 1,471 $ 0 1,471 D  
Employee Stock Option (right to buy) $ 23.24 07/20/2017   D(1)     1,900   (9) 05/02/2026 Class B Common Stock (3) 1,900 $ 0 0 D  
Employee Stock Option (right to buy) $ 17.44 07/20/2017   A(1)   1,900     (9) 05/02/2026 Class B Common Stock (3) 1,900 $ 0 1,900 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Martinez Alfonso
650 S. EXETER STREET
12TH FLOOR
BALTIMORE, MD 21202
      See Remarks  

Signatures

 /s/ Thomas J. Plotz, Attorney-in-Fact   07/24/2017
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The transactions reported herein reflect a one-time stock option repricing (the "Option Repricing") that became effective on July 20, 2017. Pursuant to the Option Repricing, the exercise price of each "Relevant Option" (any stock option awarded by Laureate Education, Inc. (the "Company") between October 2, 2013 and December 31, 2016 (inclusive)) has been amended to reduce such exercise price to $17.44, which was the average closing price of a share of the Company's Class A common stock, par value $0.004 per share ("Class A Common Stock") as reported on the Nasdaq Global Select Market over the twenty (20) calendar days preceding July 20, 2017. There have been no other changes to the terms of the Relevant Options.
(2) 5,600 of these options are exerciseable immediately. Subject to the reporting person's continued employment by the Company, 20% of these options will become exercisable on December 31, 2017.
(3) Each share of the Company's Class B common stock, par value $0.004 per share ("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 Company's Amended and Restated Certificate of Incorporation.
(4) 5,600 of these options are exerciseable immediately. Subject to the reporting person's continued employment by the Company, 20% of these options will become vested and exercisable if the Company achieves the applicable equity value target determined pursuant to the Company's 2013 Long-Term Incentive Plan, as amended (the "Equity Value Target") with respect to fiscal year 2017.
(5) 1,756 of these options are exerciseable immediately. Subject to the reporting person's continued employment by the Company, (A) 20% of these options will become exercisable on December 31, 2017 and (B) 20% of these options will become exercisable on December 31, 2018.
(6) 876 of these options are exerciseable immediately. Subject to the reporting person's continued employment by the Company, (A) 20% of these options will become vested and exercisable if the Company achieves the applicable Equity Value Target with respect to fiscal year 2017, and (B) 20% of these options will become vested and exercisable if the Company achieves the applicable Equity Value Target with respect to fiscal year 2018.
(7) 1,177 of these options are exerciseable immediately. Subject to the reporting person's continued employment by the Company, (A) 20% of these options will become exercisable on December 31, 2017, (B) 20% of these options will become exercisable on December 31, 2018, and (C) 20% of these options will become exercisable on December 31, 2019.
(8) 588 of these options are exerciseable immediately. Subject to the reporting person's continued employment by the Company, (A) 20% of these options will become vested and exercisable if the Company achieves the applicable Equity Value Target with respect to fiscal year 2017, (B) 20% of these options will become vested and exercisable if the Company achieves the applicable Equity Value Target with respect to fiscal year 2018, and (C) 20% of these options will become vested and exercisable if the Company achieves the applicable Equity Value Target with respect to fiscal year 2019.
(9) 633 of these options are exerciseable immediately. Subject to the reporting person's continued employment by the Company, (A) one-third (1/3) of these options will become exercisable on December 31, 2017, and (B) one-third (1/3) of these options will become exercisable on December 31, 2018.
 
Remarks:
The reporting person's employment as Chief Human Resources Officer of the Company terminated effective May 31, 2017.

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