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
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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*
CHRISTIANSON TONY

(Last) (First) (Middle)
C/O CHERRY TREE INVESTMENTS, INC.
301 CARLSON PARKWAY, SUITE 103

(Street)
MINNETONKA MN 55305

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CAPELLA EDUCATION CO [ CPLA ]
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)
11/15/2006
4. 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 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)
Code V Amount (A) or (D) Price
Common Stock 11/15/2006 C 1,518,000 A (1) 1,568,000 I See footnote(2)
Common Stock 11/15/2006 C 180,000 A (1) 1,748,000 I See footnote(2)
Common Stock 29,366 I See footnote(3)
Common Stock 2,380 I See footnote(4)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class A Preferred Stock (1) 11/15/2006 C 1,518,000 (1) (1) Common Stock 1,518,000 $0.00 0 I See footnote(2)
Class B Preferred Stock (1) 11/15/2006 C 180,000 (1) (1) Common Stock 180,000 $0.00 0 I See footnote(2)
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*
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)
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*
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)
Explanation of Responses:
1. Each share of Class A Preferred Stock and Class B Preferred Stock automatically converted into issuer's common stock on a one for one basis with the closing of the issuer's initial public offering and had no expiration date.
2. 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.
3. 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
4. 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.
Remarks:
Michael K. Coddington, Attorney-in-Fact for Tony J. Christianson 11/16/2006
Michael K. Coddington, Attorney-in-Fact for Cherry Tree Ventures IV, LP 11/16/2006
Michael K. Coddington, Attorney-in-Fact for CTV Partners IV 11/16/2006
Michael K. Coddington, Attorney-in-Fact for Gordon Stofer 11/16/2006
** 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 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).
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