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* CHRISTIANSON TONY (Last) (First) (Middle) C/O CHERRY TREE INVESTMENTS, INC. 301 CARLSON PARKWAY, SUITE 103 (Street) MINNETONKA MN 55305 (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) Other (specify below)	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	50,000	I	See footnote(1)
Common Stock	29,366	I	See footnote(2)
Common Stock	2,380	I	See footnote(3)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class A Convertible Preferred Stock	(4)	(4)	Common Stock	1,518,000	(4)	I	See footnote(1)
Class B Convertible Preferred Stock	(5)	(5)	Common Stock	180,000	(5)	I	See footnote(1)

1. Name and Address of Reporting Person* CHRISTIANSON TONY (Last) (First) (Middle) C/O CHERRY TREE INVESTMENTS, INC. 301 CARLSON PARKWAY, SUITE 103 (Street) MINNETONKA MN 55305 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* STOFER GORDON (Last) (First) (Middle) C/O CHERRY TREE INVESTMENTS, INC. 301 CARLSON PARKWAY, SUITE 103 (Street) MINNETONKA MN 55305 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CTV Partners IV (Last) (First) (Middle) C/O CHERRY TREE INVESTMENTS, INC. 301 CARLSON PARKWAY, SUITE 103 (Street) MINNETONKA MN 55305 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Cherry Tree Ventures IV, LP (Last) (First) (Middle) C/O CHERRY TREE INVESTMENTS, INC. 301 CARLSON PARKWAY, SUITE 103 (Street) MINNETONKA MN 55305 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Reported securities are owned directly by Cherry Tree Ventures IV, L.P. ("CTV IV"). CTV Partners IV is the sole general partner of CTV IV, and is controlled by Tony J. Christianson and Gordon Stofer, the managing partners of CTV Partners IV, who share voting and investment power with respect to securities beneficially owned by CTV IV. Each of Messrs. Christianson and Stofer disclaim any beneficial ownership of these securities except to the extent of his pecuniary interest therein. Mr. Christianson is a director of the issuer.

2. Reported securities are owned directly by Cherry Tree Core Growth Fund, L.L.L.P. ("CTCGF"). Cherry Tree Investments, LLC is the sole general partner of CTCGF, and is controlled by Tony J. Christianson and Gordon Stofer, its managing members, who share voting and investment power with respect to shares beneficially owned by CTCGF. Each of Messrs. Christianson and Stofer disclaim any beneficial ownership of these shares except to the extent of his pecuniary interest therein.

3. Reported securities are owned directly by InfoPower L.L.L.P. ("InfoPower"). The general partners of InfoPower are Gordon Stofer and Adam Smith Companies, LLC, which is controlled by its managing member Tony J. Christianson. Messrs. Stofer and Christianson share voting and investment power with respect to shares beneficially owned by InfoPower, but each disclaims any beneficial ownership of these shares except to the extent of his pecuniary interest therein.

4. The Class A Convertible Preferred Stock is convertible at any time into issuer common stock on a one-for-one basis and has no expiration date. These shares will automatically convert into issuer common stock upon the closing of the issuer?s initial public offering of common stock.

5. The Class B Convertible Preferred Stock is convertible at any time into issuer common stock on a one-for-one basis and has no expiration date. These shares will automatically convert into issuer common stock upon the closing of the issuer?s initial public offering of common stock.

Remarks:

	Michael K. Coddington, Attorney-in-Fact for Tony J. Christianson	11/09/2006
	Michael J. Coddington, Attorney-in-Fact for Gordon Stofer	11/09/2006
	Michael K. Coddington, Attorney-in-Fact for CTV Partners IV	11/09/2006
	Michael K. Coddington, Attorney in Fact for Cherry Tree Ventures IV, L.P.	11/09/2006
	** Signature of Reporting Person	Date
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