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^*

Packard Ronald J

(Last)

(First)

(Middle)

2300 CORPORATE PARK DRIVE

(Street)

HERNDON

20171

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/12/2007

3. Issuer Name and Ticker or Trading Symbol
K12 INC [ LRN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

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	294,117	I	2006 Packard Investment Partnership L.P.

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⁾	07/12/2015	Common Stock	156,862	$13.66	D
Stock Option (right to buy)	⁽²⁾	07/12/2015	Common Stock	147,058	$13.66	D
Stock Option (right to buy)	⁽³⁾	07/12/2015	Common Stock	78,431	$13.66	D
Stock Option (right to buy)	⁽⁴⁾	07/12/2015	Common Stock	78,431	$13.66	D
Stock Option (right to buy)	⁽⁵⁾	12/31/2008	Common Stock	117,647	$7.65	D
Stock Option (right to buy)	⁽⁶⁾	12/31/2010	Common Stock	235,294	$7.65	D
Stock Option (right to buy)	⁽⁷⁾	12/31/2008	Common Stock	39,215	$7.65	D
Stock Option (right to buy)	03/31/2006	07/23/2010	Common Stock	176,469	$6.83	D
Stock Option (right to buy)	⁽⁸⁾	01/01/2011	Common Stock	294,117	$30.6	D
Warrant (right to buy)	03/12/2003	⁽⁹⁾	Common Stock	244	$8.16	D
Stock Option (right to buy)	10/04/2004	07/01/2011	Common Stock	132,353	$6.83	D
Stock Option (right to buy)	07/27/2006	12/31/2012	Common Stock	68,627	$7.65	D
Stock Option (right to buy)	07/27/2006	12/31/2012	Common Stock	78,430	$7.65	D
Stock Option (right to buy)	06/30/2007	12/31/2012	Common Stock	39,215	$7.65	D
Stock Option (right to buy)	06/30/2006	12/31/2012	Common Stock	29,411	$7.65	D
Stock Option (right to buy)	06/30/2007	12/31/2012	Common Stock	39,215	$7.65	D

Explanation of Responses:

1. This option shall vest and become exercisable in installments of 44,817 options on each of June 30, 2008, June 30, 2009 and June 30, 2010, and an installment of 22,409 options on January 1, 2011.

2. Vesting of the option is based on performance criteria including the opening of new jurisdictions and acheivement of enrollment targets.

3. One third of such options shall vest for each of the 2008, 2009 and 2010 fiscal years based upon achievement of EBIDTA and revenue targets consistent with internal models developed in connection with the Company's initial public offering and mutually agreed to by Mr. Packard and the Board for fiscal years 2008, 2009 and 2010.

4. Achievement of a smooth and successful transition of the Company from a private to a public company, as determined by the Board in its sole discretion.

5. Vesting of the option is based on performance criteria including the opening of new jurisdictions and acheivement of enrollment targets.

6. Vesting of the option is based on performance criteria including the EBITDA contribution per new jurisdiction.

7. Achievement of fiscal year 2008 EBITDA and Revenue targets to be determined by the Board.

8. This option shall vest and become exercisable thereafter when the "fair market value" of the Company's Stock is equal to or greater than Thirty Six Dollars and Sixty Cents ($30.60) per share (as adjusted for stock splits, combinations, recapitalizations and similar matters).

9. Expires on the earlier of March 24, 2010 or two years after the Company consummates a qualified public offering.

Remarks:

	/s/ Christopher R. Ryan, attorney-in-fact	12/12/2007
	** 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 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.