-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OHgMeOQOt2rF8n9S/iRZscUnlIOdnJ400h+0mpTvrbJ4iPxVWYL/ijoytmB9nZoV dWnG4raAa7g8XsY+NxSCqA== 0001209191-07-069406.txt : 20071212 0001209191-07-069406.hdr.sgml : 20071212 20071212163739 ACCESSION NUMBER: 0001209191-07-069406 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20071212 FILED AS OF DATE: 20071212 DATE AS OF CHANGE: 20071212 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HAMPSTEAD ASSOCIATES LLC CENTRAL INDEX KEY: 0001275753 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33883 FILM NUMBER: 071302132 BUSINESS ADDRESS: STREET 1: C/O MARON & SANDLER STREET 2: 1250 4TH STREET 3RD FLOOR CITY: SANTA MONICA STATE: CA ZIP: 90401 BUSINESS PHONE: 3105704905 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RIDGEVIEW ASSOCIATES LLC CENTRAL INDEX KEY: 0001275754 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33883 FILM NUMBER: 071302131 BUSINESS ADDRESS: STREET 1: C/O MARON & SANDLER STREET 2: 1250 4TH STREET 3RD FLOOR CITY: SANTA MONICA STATE: CA ZIP: 90401 BUSINESS PHONE: 3105704905 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MILKEN LOWELL J CENTRAL INDEX KEY: 0001261505 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33883 FILM NUMBER: 071302133 BUSINESS ADDRESS: STREET 1: 1250 FOURTH STREET STREET 2: SUITE 550 CITY: SANTA MONICA STATE: CA ZIP: 90401 BUSINESS PHONE: 3105704900 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: K12 INC CENTRAL INDEX KEY: 0001157408 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 954774688 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 2300 CORPORATE PARK DRIVE STREET 2: SUITE 200 CITY: HERNDON STATE: VA ZIP: 20171 BUSINESS PHONE: 7034837000 MAIL ADDRESS: STREET 1: 2300 CORPORATE PARK DRIVE STREET 2: SUITE 200 CITY: HERNDON STATE: VA ZIP: 20171 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LEARNING GROUP PARTNERS CENTRAL INDEX KEY: 0001420398 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33883 FILM NUMBER: 071302134 BUSINESS ADDRESS: STREET 1: 1250 FOURTH STREET, SUITE 550 CITY: SANTA MONICA STATE: CA ZIP: 90401 BUSINESS PHONE: 310-570-4900 MAIL ADDRESS: STREET 1: 1250 FOURTH STREET, SUITE 550 CITY: SANTA MONICA STATE: CA ZIP: 90401 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LEARNING GROUP LLC CENTRAL INDEX KEY: 0001420400 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33883 FILM NUMBER: 071302128 BUSINESS ADDRESS: STREET 1: 1250 FOURTH STREET, SUITE 550 CITY: SANTA MONICA STATE: CA ZIP: 90401 BUSINESS PHONE: 310-570-4900 MAIL ADDRESS: STREET 1: 1250 FOURTH STREET, SUITE 550 CITY: SANTA MONICA STATE: CA ZIP: 90401 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CORNERSTONE FINANCIAL GROUP LLC CENTRAL INDEX KEY: 0001420401 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33883 FILM NUMBER: 071302130 BUSINESS ADDRESS: STREET 1: 1250 FOURTH STREET, SUITE 550 CITY: SANTA MONICA STATE: CA ZIP: 90401 BUSINESS PHONE: 310-570-4900 MAIL ADDRESS: STREET 1: 1250 FOURTH STREET, SUITE 550 CITY: SANTA MONICA STATE: CA ZIP: 90401 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KNOWLEDGE UNIVERSE LEARNING GROUP LLC CENTRAL INDEX KEY: 0001420402 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33883 FILM NUMBER: 071302129 BUSINESS ADDRESS: STREET 1: 1250 FOURTH STREET, SUITE 550 CITY: SANTA MONICA STATE: CA ZIP: 90401 BUSINESS PHONE: 310-570-4900 MAIL ADDRESS: STREET 1: 1250 FOURTH STREET, SUITE 550 CITY: SANTA MONICA STATE: CA ZIP: 90401 3 1 bsd36475_bsd2lm.xml MAIN DOCUMENT DESCRIPTION X0202 3 2007-12-12 0 0001157408 K12 INC LRN 0001261505 MILKEN LOWELL J 1250 FOURTH STREET SANTA MONICA CA 90401 0 0 0 1 X(1)(2)(6)(7) (10)(12) 0001275753 HAMPSTEAD ASSOCIATES LLC 1250 FOURTH STREET SANTA MONICA CA 90401 0 0 0 1 X(1)(12) 0001275754 RIDGEVIEW ASSOCIATES LLC 1250 FOURTH STREET SANTA MONICA CA 90401 0 0 0 1 X(1)(12) 0001420401 CORNERSTONE FINANCIAL GROUP LLC 1250 FOURTH STREET SANTA MONICA CA 90401 0 0 0 1 X(6)(12) 0001420402 KNOWLEDGE UNIVERSE LEARNING GROUP LLC 1250 FOURTH STREET SANTA MONICA CA 90401 0 0 0 1 X(7)(12) 0001420400 LEARNING GROUP LLC 1250 FOURTH STREET SANTA MONICA CA 90401 0 0 0 1 X(10)(12) 0001420398 LEARNING GROUP PARTNERS 1250 FOURTH STREET SANTA MONICA CA 90401 0 0 0 1 X(2)(12) Common Stock 692 I Hampstead Associates, L.L.C. Common Stock 609171 I Learning Group Partners Stock Option (right to buy) 6.83 Common Stock 4901 D Stock Option (right to buy) 6.83 Common Stock 9803 D Stock Option (right to buy) 6.83 Common Stock 9803 D Stock Option (right to buy) 6.83 Common Stock 7355 D Stock Option (right to buy) 7.65 Common Stock 4903 D Stock Option (right to buy) 9.18 Common Stock 2451 D Common Stock Warrants (right to buy) 8.16 Common Stock 2497 I Cornerstone Financial Group LLC Common Stock Warrants (right to buy) 8.16 Common Stock 7965 I Knowledge Universe Learning Group LLC Series B Preferred Stock Warrants (right to buy) 1.34 Series B Convertible Preferred Stock 582089.50 I Cornerstone Financial Group LLC Series B Convertible Preferred Stock Common Stock 830 I Hampstead Associates, L.L.C. Series B Convertible Preferred Stock Common Stock 753846 I Learning Group LLC Series C Convertible Preferred Stock Common Stock 3911237 I Learning Group LLC The shares of common stock and shares of Series B Convertible Preferred Stock ("Series B shares") of the Issuer are held of record by Hampstead Associates, L.L.C., a Delaware limited liability company ("Hampstead"). Ridgeview Associates, LLC, a California limited liability company ("Ridgeview"), is the manager and a member of Hampstead, and in such capacities may be deemed to have the power to direct the voting and disposition of, and to share beneficial ownership of, any securities owned of record by Hampstead. Lowell J. Milken may be deemed to be a controlling person of Ridgeview and in such capacity may be deemed to have the power to direct the voting and disposition of, and to share beneficial ownership of, any securities beneficially owned by Ridgeview, but disclaims such beneficial ownership except to the extent of his pecuniary interest therein. The shares of common stock of the Issuer are held of record by Learning Group Partners, a California general partnership ("Learning Group Partners"). Lowell J. Milken may be deemed to be a controlling person of Learning Group Partners and in such capacity may be deemed to have the power to direct the voting and disposition of, and to share beneficial ownership of, any securities owned of record by Learning Group Partners, but disclaims such beneficial ownership except to the extent of his pecuniary interest therein. The options to purchase common stock ("stock options"), warrants to purchase common stock ("common stock warrants"), and warrants to purchase shares of Series B Convertible Preferred Stock ("Series B warrants") of the Issuer are immediately exercisable by the holders thereof. The stock options will expire ninety days after the expiration of any "lock-up" period applicable to the Issuer's initial public offering. The common stock warrants will expire two years after the closing date of the Issuer's initial public offering. The common stock warrants and Series B warrants are held of record by Cornerstone Financial Group LLC, a California limited liability company ("Cornerstone"). Lowell J. Milken may be deemed to be a controlling person of Cornerstone and in such capacity may be deemed to have the power to direct the voting and disposition of, and to share beneficial ownership of, any securities owned of record by Cornerstone, but disclaims such beneficial ownership except to the extent of his pecuniary interest therein. Effective upon the closing of the Issuer's initial public offering the Series B warrants automatically will become warrants to purchase that number of shares of common stock of the Issuer equal to the number of Series B shares reported in Column 3 divided by 5.1. The common stock warrants are held of record by Knowledge Universe Learning Group LLC, a Delaware limited liability company ("KULG"). Lowell J. Milken may be deemed to be a controlling person of KULG and in such capacity may be deemed to have the power to direct the voting and disposition of, and to share beneficial ownership of, any securities owned of record by KULG, but disclaims such beneficial ownership except to the extent of his pecuniary interest therein. The Series B warrants will expire on April 8, 2008. Upon the closing of the Issuer's initial public offering, the Series B shares will be automatically converted into that number of shares of common stock of the Issuer reported in Column 3. The Series B shares have no expiration date. The Series B shares and the shares of Series C Convertible Preferred Stock ("Series C shares") of the Issuer are held of record by Learning Group LLC, a Delaware limited liability company ("Learning Group"). Lowell J. Milken may be deemed to be a controlling person of Learning Group and in such capacity may be deemed to have the power to direct the voting and disposition of, and to share beneficial ownership of, any securities owned of record by Learning Group, but disclaims such beneficial ownership except to the extent of his pecuniary interest therein. Upon the closing of the Issuer's initial public offering, the Series C shares will be automatically converted into that number of shares of common stock of the Issuer reported in Column 3. The Series C shares have no expiration date. The Reporting Persons may be deemed to be a group, and also may be deemed to be a group with Michael R. Milken and other entities which are controlled, directly or indirectly, by Michael R. Milken. The Reporting Persons disclaim such group membership. The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, or otherwise, a Reporting Person is the beneficial owner of equity securities covered by this statement or any other statement that are beneficially owned, directly or indirectly, by any other person. /s/ Lowell J. Milken, an individual 2007-12-12 /s/ Stanley E. Maron, Secretary of Hampstead Associates, L.L.C. 2007-12-12 /s/ Stanley E. Maron, Secretary of Ridgeview Associates, LLC 2007-12-12 /s/ Stanley E. Maron, Secretary of Cornerstone Financial Group LLC 2007-12-12 /s/ Stanley E. Maron, Secretary of Knowledge Universe Learning Group LLC 2007-12-12 /s/ Stanley E. Maron, Secretary of Learning Group LLC 2007-12-12 /s/ Stanley E. Maron, Secretary of Learning Group Partners 2007-12-12 -----END PRIVACY-ENHANCED MESSAGE-----