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*
HACKETT PATRICK T
(Last) (First) (Middle)
13500 EVENING CREEK DRIVE NORTH
(Street)
SAN DIEGO CA 92128
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Bridgepoint Education Inc [ BPI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/29/2014
4. 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 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 03/31/2014 M 2,920 A $0.00(1) 2,920 D
Common Stock 27,710,574 I See footnote(2)(3)
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
Stock Option (right to buy) $14.5 03/29/2014 A 3,920 (4) 03/29/2024 Common Stock 3,920 $0.00 3,920 D
Restricted Stock Units (5) 03/29/2014 A 2,040 (6) (6) Common Stock 2,040 $0.00 2,040 D
Restricted Stock Units (5) 03/31/2014 M 2,920 (7) (7) Common Stock 2,920 $0.00 0 D
Explanation of Responses:
1. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock. On March 31, 2014, 2,920 of the reporting person's restricted stock units were settled for an equal number of the issuer's common stock.
2. Shares held by Warburg Pincus Private Equity VIII, L.P., a Delaware limited partnership (and together with two affiliated partnerships, "WP VIII"). The reporting person is a Managing Director and Member of Warburg Pincus LLC, a New York limited liability company ("WP LLC"), and a partner of Warburg Pincus & Co., a New York general partnership ("WP"). WP is the managing member of Warburg Pincus Partners, LLC, a New York limited liability company ("WP Partners"), the general partner of WP VIII. WP VIII is managed by WP LLC. As a result, the reporting person may be deemed to have an indirect pecuniary interest (within the meaning of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) in an indeterminate portion of the securities that may be deemed to be beneficially owned by WP VIII, WP Partners, WP and WP LLC (collectively, the "Warburg Pincus Entities").
3. The reporting person disclaims beneficial ownership of all securities that may be deemed to be beneficially owned by the Warburg Pincus Entities, except to the extent of any indirect pecuniary interest therein. This Form 4 shall not be deemed an admission that Mr. Hackett or any other person referred to herein is a beneficial owner of any securities for purposes of Section 16 of the Exchange Act or for any other purposes.
4. Subject to the reporting person's continuing service, 100% of the shares subject to the option shall vest and become exercisable on March 29, 2015.
5. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock.
6. Subject to the reporting person's continuing service, 100% of the restricted stock units shall vest on March 29, 2015. Vested shares will be delivered to the reporting person on March 30, 2015.
7. 100% of the restricted stock units vested on March 29, 2014. Vested shares were delivered to the reporting person on March 31, 2014.
Remarks:
Exhibit 24 - Power of Attorney
/s/ Diane L. Thompson, as Attorney-in-Fact 04/01/2014
** 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).
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.