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^*

Schroeder Paul A

(Last)

(First)

(Middle)

225 SOUTH 6TH STREET, 9TH FLOOR

(Street)

MINNEAPOLIS

55402

(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)

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

5. 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 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	2,170	I	By ESOP

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)
Stock Option (right to buy)	⁽¹⁾	04/08/2011	Common Stock	71,932	$14.25	D
Stock Option (right to buy)	⁽¹⁾	04/08/2011	Common Stock	28,068	$14.25	D
Stock Option (right to buy)	⁽¹⁾	10/22/2013	Common Stock	10,325	$11.92	D
Stock Option (right to buy)	⁽²⁾	10/22/2013	Common Stock	10,326	$11.92	D
Stock Option (right to buy)	⁽³⁾	07/28/2014	Common Stock	7,069	$17.72	D
Stock Option (right to buy)	⁽⁴⁾	07/28/2014	Common Stock	8,142	$17.72	D
Stock Option (right to buy)	⁽⁵⁾	08/11/2015	Common Stock	10,786	$20	D
Stock Option (right to buy)	⁽⁶⁾	08/11/2015	Common Stock	5,770	$20	D
Stock Option (right to buy)	⁽⁷⁾	08/01/2013	Common Stock	18,086	$20	D
Class G Preferred Stock	⁽⁸⁾	⁽⁸⁾	Common Stock	6,744	⁽⁸⁾	D

Explanation of Responses:

1. Immediately.

2. The option vests as to 5,162 shares on October 23, 2006 and the remaining 5,164 shares vest on October 23, 2007.

3. The option vests as to 3,803 shares on July 28, 2005; 1,633 shares vest on July 28, 2006 and the remaining 1,633 shares vest on July 28, 2007.

4. The option vests as to 2,170 shares on July 28, 2006; 2,170 shares vest on July 28, 2007 and the remaining 3,802 shares vest on July 28, 2008.

5. The option vests as to 4,139 shares on August 12, 2006; 4,139 shares vest on August 12, 2007 and the remaining 2,508 shares vest on August 12, 2008.

6. The option vests as to 1,631 shares on August 12, 2008 and the remaining 4,139 shares vest on August 12, 2009.

7. The option vests as to 25% of the shares annually beginning on August 2, 2007.

8. The Class G Preferred Stock is immediately convertible into Company common stock on a one-for-one basis and has no expiration date. The Class G Preferred Stock of the Company shall automatically convert into common stock of the Company upon the closing of the initial public offering.

Remarks:

	Michael K. Coddington, Attorney-in-Fact for Paul A. Schroeder	11/07/2006
	** 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.
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.