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^*

Szalay Maria A.

(Last)

(First)

(Middle)

2300 CORPORATE PARK DRIVE

(Street)

HERNDON

20171

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/11/2010

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Product Development

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	2,034⁽¹⁾	D
Common Stock	7,000⁽²⁾	D

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)
Employee Stock Option (right to buy)	⁽³⁾	07/03/2015	Common Stock	1,471	$13.66	D
Employee Stock Option (right to buy)	⁽³⁾	07/03/2015	Common Stock	10,986	$13.66	D
Employee Stock Option (right to buy)	⁽⁴⁾	08/21/2016	Common Stock	14,000	$23.45	D
Employee Stock Option (right to buy)	⁽⁵⁾	07/13/2017	Common Stock	15,400	$17.46	D

Explanation of Responses:

1. These shares are restricted and will vest semi-annually with 20% vesting in the first year and 40% vesting in each of the next two years following the vesting start date of July 13, 2009.

2. These shares are restricted and will vest semi-annually with 20% vesting in the first year and 40% vesting in each of the next two years following the vesting start date of September 14, 2010.

3. Shares vest 25% on the one year-anniversary of the grant date (July 3, 2007) and the remaining 75% vest quarterly for the following three years.

4. Shares vest 25% on the one year-anniversary of the grant date (August 21, 2008) and the remaining 75% vest quarterly for the following three years.

5. Shares vest 25% on the one year-anniversary of the grant date (July 13, 2009) and the remaining 75% vest quarterly for the following three years.

Remarks:

	/s/ Christopher R. Ryan, attorney-in-fact	11/24/2010
	** 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.