Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Cardoso Marcelo
2. Date of Event Requiring Statement (Month/Day/Year)
03/06/2019
3. Issuer Name and Ticker or Trading Symbol
LAUREATE EDUCATION, INC. [LAUR]
(Last)
(First)
(Middle)
650 S. EXETER STREET
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Transformation Officer
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

BALTIMORE, MD 21202
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Class A Common Stock 25,394
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy)   (1) 06/01/2021 Class B Common Stock 29,250 $ 27.04 D  
Employee Stock Option (Right to Buy)   (1) 09/13/2022 Class B Common Stock 18,000 $ 31.92 D  
Employee Stock Option (Right to Buy)   (1) 10/02/2023 Class B Common Stock 11,650 $ 17.44 D  
Employee Stock Option (right to buy)   (2) 06/14/2027 Class A Common Stock 2,776 $ 17.89 D  
Employee Stock Option (right to buy)   (3) 03/07/2028 Class A Common Stock 9,697 $ 13.97 D  
Performance Share Units   (4)   (4) Class A Common Stock 20,000 $ 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Cardoso Marcelo
650 S. EXETER STREET
BALTIMORE, MD 21202
      Chief Transformation Officer  

Signatures

/s/ Sean P. Mulcahy, Attorney-in-Fact 03/07/2019
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) These options are fully exerciseable.
(2) This option vests in three equal annual installments. The first two annual installments vested on December 31, 2017 and December 31, 2018. Subject to the reporting person's continued employment, the final installment will vest on December 31, 2019.
(3) This option vests in three equal annual installments. The first annual installment vested on December 31, 2018. Subject to the reporting person's continued employment, the final two installments will vest on December 31, 2019, and December 31, 2020.
(4) Subject to the reporting person's continued employment by the Company, Performance Share Units (PSUs) vest in one-third annual tranches on each of December 31, 2018, December 31, 2019, and December 31, 2020, provided that the average closing price per share of the Company's Class A Common Stock as reported on the NASDAQ Global Select Market over the thirty (30) day period preceding those dates is equal to or greater than (i) $20 for those PSUs vesting on December 31, 2018, (ii) $22.50 for those PSUs vesting on December 31, 2019, and (iii) $25 for those PSUs vesting on December 31, 2020. Should the thirty day trailing average fall short of these targets for either December 31, 2018, December 31, 2019, or both, the PSUs for the year(s) in which the target is missed may vest if the trailing average target is achieved in the succeeding year.

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