SEC FORM 4

SEC Form 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

KLINSKY STEVEN B

(Last)

(First)

(Middle)

C/O STRAYER EDUCATION

712 5TH AVE 23RD FL

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
STRAYER EDUCATION INC [ STRA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2004

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/15/2004		C		1,855,139⁽¹⁾⁽²⁾	A	$26	1,855,139	I	See footnote⁽³⁾
Common Stock	03/15/2004		S		1,855,139	D	$101.04	0	I	See footnote⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock⁽⁴⁾	$26⁽⁵⁾	03/15/2004		C			1,855,139	⁽⁶⁾	⁽⁷⁾	Common Stock	1,855,139	$26	780,708⁽⁸⁾	I	See footnote⁽³⁾

Explanation of Responses:

1. On March 9, 2004, the Issuer, New Mountain Strayer Trust (the "Trust"), New Mountain Partners, L.P. ("New Mountain"), MidOcean Capital Investors, L.P. (as successor to DB Capital Investors, L.P.)("MidOcean"), Robert S. Silberman, an individual selling stockholder ("Silberman"), Scott W. Steffey, an individual selling stockholder ("Steffey"), Mark C. Brown, an individual selling stockholder ("Brown"), Steven A. McArthur, an individual selling stockholder ("McArthur") and Kevin P. O'Reagan, an individual selling stockholder ("O'Reagan") (the Trust, MidOcean, New Mountain, Silberman, Steffey, Brown, McArthur and O'Reagan are referred to collectively as the "2004 Selling Stockholders") and Credit Suisse First Boston LLC ("CSFB LLC"), Banc of America Securities LLC ("Banc of America"), Legg Mason Wood Walker, Incorporated ("Legg Mason"), Lehman Brothers Inc.

2. ("Lehman"), Thomas Weisel Partners LLC ("Thomas Weisel") and J.P. Morgan Securities Inc. ("J.P. Morgan") (CSFB LLC, Banc of America, Legg Mason, Lehman, Thomas Weisel and J.P. Morgan are referred to collectively as the "2004 Underwriters"), as representatives of the several underwriters, entered into an underwriting agreement (the "2004 Underwriting Agreement") in connection with the 2004 Selling Stockholders' planned disposition of up to 3,450,000 shares of Common Stock pursuant to a Registration Statement on Form S-3 (File No. 333-112449) (including up to 450,000 shares of Common Stock subject to the 2004 Underwriters' over-allotment option (the "2004 Over-allotment Option")). On March 15, 2004, pursuant to the 2004 Underwriting Agreement, the 2004 Underwriters acquired 1,855,139 shares of Common Stock owned by New Mountain at a price of $105.25 per share, less underwriting discounts and commissions of $4.21 per share, in connection with the public resale of the Common Stock.

3. The Reporting Person is the sole member of New Mountain GP, LLC, which is the General Partner of New Mountain Investments, L.P., which is the General Partner of New Mountain.

4. The Series A Convertible Preferred Stock is subject to certain restrictions as set forth in the Articles Supplementary of the Issuer, the Shareholders' Agreement, dated as of March 16, 2001, by and between New Mountain and MidOcean, the Letter Agreement, dated November 14, 2002, among the Issuer, New Mountain and MidOcean, the February 2004 Letter Agreement, dated February 3, 2004, among the Issuer, New Mountain and MidOcean, and the March 2004 Letter Agreement, dated March 9, 2004, among the Issuer, New Mountain, MidOcean and the Trust.

5. The conversion price of the Series A Convertible Preferred Stock is subject to antidilution and other adjustments.

6. The Series A Convertible Preferred Stock is immediately exercisable.

7. There is no expiration date for the Series A Convertible Preferred Stock.

8. The number of shares of Common Stock underlying the Series A Convertible Preferred Stock shall increase as dividends accumulate and compound on a daily basis.

	Steven B. Klinsky	03/15/2004
	** 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.