SEC FORM 3

SEC Form 3

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
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

REYNOLDS JON Q JR

(Last)

(First)

(Middle)

C/O TECHNOLOGY CROSSOVER VENTURES

528 RAMONA STREET

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/09/2006

3. Issuer Name and Ticker or Trading Symbol
CAPELLA EDUCATION CO [ CPLA ]

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

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			May be part of 13(g) group

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

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)
Common Stock	6,289	I	TCV V, L.P.⁽¹⁾
Common Stock	119	I	TCV Member Fund, L.P.⁽²⁾

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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Preferred Stock	⁽³⁾	⁽⁴⁾	Common Stock	68,868	⁽⁵⁾	I	TCV V, L.P.⁽¹⁾
Class B Preferred Stock	⁽³⁾	⁽⁴⁾	Common Stock	1,301	⁽⁵⁾	I	TCV Member Fund, L.P.⁽²⁾
Class E Preferred Stock	⁽³⁾	⁽⁴⁾	Common Stock	1,372,195	⁽⁶⁾	I	TCV V, L.P.⁽¹⁾
Class E Preferred Stock	⁽³⁾	⁽⁴⁾	Common Stock	25,919	⁽⁶⁾	I	TCV Member Fund, L.P.⁽²⁾
Class G Preferred Stock	⁽³⁾	⁽⁴⁾	Common Stock	376,872	⁽⁵⁾	I	TCV V, L.P.⁽¹⁾
Class G Preferred Stock	⁽³⁾	⁽⁴⁾	Common Stock	7,118	⁽⁵⁾	I	TCV Member Fund, L.P.⁽²⁾

1. Name and Address of Reporting Person^*

REYNOLDS JON Q JR

(Last)

(First)

(Middle)

C/O TECHNOLOGY CROSSOVER VENTURES

528 RAMONA STREET

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			May be part of 13(g) group

1. Name and Address of Reporting Person^*

HOAG JAY C

(Last)

(First)

(Middle)

C/O TECHNOLOGY CROSSOVER VENTURES

528 RAMONA STREET

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		May be part of 13(g) group

1. Name and Address of Reporting Person^*

KIMBALL RICK

(Last)

(First)

(Middle)

C/O TECHNOLOGY CROSSOVER VENTURES

528 RAMONA STREET

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		May be part of 13(g) group

1. Name and Address of Reporting Person^*

DREW JOHN

(Last)

(First)

(Middle)

C/O TECHNOLOGY CROSSOVER VENTURES

528 RAMONA STREET

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		May be part of 13(g) group

1. Name and Address of Reporting Person^*

GRIFFITH WILLIAM

(Last)

(First)

(Middle)

C/O TECHNOLOGY CROSSOVER VENTURES

528 RAMONA STREET

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		May be part of 13(g) group

1. Name and Address of Reporting Person^*

FEINBERG HENRY

(Last)

(First)

(Middle)

C/O TECHNOLOGY CROSSOVER VENTURES

528 RAMONA STREET

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		May be part of 13(g) group

1. Name and Address of Reporting Person^*

TECHNOLOGY CROSSOVER MANAGEMENT V LLC

(Last)

(First)

(Middle)

C/O TECHNOLOGY CROSSOVER VENTURES

528 RAMONA STREET

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		May be part of 13(g) group

1. Name and Address of Reporting Person^*

TCV V LP

(Last)

(First)

(Middle)

C/O TECHNOLOGY CROSSOVER VENTURES

528 RAMONA STREET

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		May be part of 13(g) group

1. Name and Address of Reporting Person^*

TCV MEMBER FUND L P

(Last)

(First)

(Middle)

C/O TECHNOLOGY CROSSOVER VENTURES

528 RAMONA STREET

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		May be part of 13(g) group

Explanation of Responses:

1. These shares are directly held by TCV V, L.P. Each of John L. Drew ("Drew"), Jay C. Hoag ("Hoag"), Richard H. Kimball ("Kimball"), Jon Q. Reynolds, Jr. ("Reynolds"), William J.G. Griffith IV ("Griffith") and Henry J. Feinberg ("Feinberg") (collectively the "TCM Members") are members of Technology Crossover Management V, L.L.C. ("TCM V") which is the sole general partner of TCV V, L.P. The TCM Members and TCM V may be deemed to beneficially own the shares held by TCV V, L.P. but the TCM Members and TCM V disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

2. These shares are directly held by TCV Member Fund, L.P. Each of the TCM Members are members of TCM V which is a general partner of TCV Member Fund, L.P. The TCM Members and TCM V may be deemed to beneficially own the shares held by TCV Member Fund, L.P. but the TCM Members and TCM V disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

3. Immediately

4. Not applicable

5. Each outstanding share of the Issuer's Class B and Class G Class Preferred Stock will automatically convert into one (1) share of the Issuer's Common Stock upon the closing of firm committment underwritten public offering of the Issuer's Common Stock under the 1933 Act ("IPO").

6. Upon the closing of the Issuer's IPO, each outstanding share of the Issuer's Series E Preferred Stock will automatically convert into 1.040384 shares of the Issuer's Common Stock and is shown on an as converted basis.

Remarks:

	Carla S. Newell Authorized signatory for Jon Q. Reynolds Jr.	11/09/2006
	Carla S. Newell Authorized signatory for Jay C. Hoag	11/09/2006
	Carla S. Newell Authorized signatory for Richard H. Kimball	11/09/2006
	Carla S. Newell Authorized signatory for John L. Drew	11/09/2006
	Carla S. Newell Authorized signatory for William J.G. Griffith IV	11/09/2006
	Carla S. Newell Authorized signatory for Henry J. Feinberg	11/09/2006
	Carla S. Newell Authorized signatory for Technology Crossover Management V, L.L.C.	11/09/2006
	Carla S. Newell Authorized signatory for TCV V, L.P.	11/09/2006
	Carla S. Newell Authorized signatory for TCV V Member Fund, L.P.	11/09/2006
	** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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