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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CAPELLA EDUCATION CO [ CPLA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/08/2007 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 10/15/2007 | J(1) | 46,274 | D | (1) | 123,726 | I | See(1) | ||
Common Stock | 10/15/2007 | G(2) | V | 24,745 | D | (2) | 98,981 | I | See(2) | |
Common Stock | 10/08/2007 | J(3) | 68,057 | D | (3) | 68,051 | I | See(3) | ||
Common Stock | 30,000 | I | See(4) | |||||||
Common Stock | 28,395 | I | See(5) | |||||||
Common Stock | 307 | I | See(6) | |||||||
Common Stock | 58,390 | I | See(7) | |||||||
Common Stock | 770 | I | See(8) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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. Reported securities were disposed of in a pro rata distribution pursuant to an agreement of partnership between the reporting person and certain third parties. 123,726 of the reported securities are held by Boundary Creek LLC ("BC LLC"). The reporting person is the sole member of BC LLC and has voting and investment power with respect to the securities beneficially owned by BC LLC. |
2. Reported securities were gifted by BC LLC on October 15, 2007 to an irrevocable trust for the benefit of the reporting person's children. The trustee of such trust is a third party. The reporting person is the sole member of BC LLC and has voting and investment power with respect to the securities beneficially owned by BC LLC. |
3. Reported securities were disposed of pursuant to a pro rata distribution by Salmon River Capital I LLC ("SRC-I") to its members. The managing member of SRC-I is Salmon River Capital LLC ("SRC"), and the reporting person is the sole member of SRC. The reporting person has voting and investment powers with respect to the securities beneficially owned by SRC-I. The reporting person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. |
4. Reported securities are held by Salmon River Capital II, L.P. ("SRC-II"). The general partner of SRC-II is Salmon River Capital GP, LLC ("SRCGP"), and the reporting person is the sole member of SRCGP. The reporting person has voting and investment powers with respect to the securities beneficially owned by SRC-II. The reporting person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. |
5. Reported securities are held by SRC. 13,729 of the reported securities were reported on a previously filed Form 4 as being beneficially owned by SRC I. Such securities were distributed to SRC on October 8, 2007 pursuant to a pro rata distribution to its members. The reporting person is the sole member of SRC and has voting and investment powers with respect to the securities beneficially owned by SRC. |
6. Reported securities are held by the reporting person's spouse. 172 of the reported securities were reported on a previously filed Form 4 as being beneficially owned by SRC I. Such securities were distributed to the reporting person's spouse on October 8, 2007 pursuant to a pro rata distribution to its members. |
7. Reported Securities are held by Pistol Creek LLC ("PC LLC"). The reporting person and the reporting person's spouse are the sole members of PC LLC and the reporting person has voting and investment powers with respect to the securities beneficially owned by PC LLC. |
8. Reported securities are held by SRCGP. The reporting person is the sole member of SRCGP and has voting and investment powers with respect to the securities beneficially owned by SRCGP. |
/s/ S. Joshua Lewis | 10/17/2007 | |
** 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. |