-----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, PrUzitLkVzG+zxNGwsmFWVYqwXhTCpkhxNhdPTbQh8yIxvms6bTA277MYcqancA0 Sp6wfL3AgnNTAkoD1nteAg== 0001104659-10-044424.txt : 20100813 0001104659-10-044424.hdr.sgml : 20100813 20100813172040 ACCESSION NUMBER: 0001104659-10-044424 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100813 DATE AS OF CHANGE: 20100813 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Clark Andrew S. CENTRAL INDEX KEY: 0001453872 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: C/O BPE 13500 EVENING CREEK DRIVE NORTH STREET 2: SUITE 600 CITY: SAN DIEGO STATE: CA ZIP: 92128 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Bridgepoint Education Inc CENTRAL INDEX KEY: 0001305323 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 593551629 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-84845 FILM NUMBER: 101016265 BUSINESS ADDRESS: STREET 1: 13500 EVENING CREEK DR. #600 CITY: SAN DIEGO STATE: CA ZIP: 92128 BUSINESS PHONE: 858-668-2586 MAIL ADDRESS: STREET 1: 13500 EVENING CREEK DR. #600 CITY: SAN DIEGO STATE: CA ZIP: 92128 SC 13D/A 1 a10-15560_1sc13da.htm SC 13D/A

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	SCHEDULE 13D [Rule 13d-101]

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240-d-2(a)

(Amendment No. 2)*

BRIDGEPOINT EDUCATION, INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

10807M 10 5

(CUSIP Number)

Andrew S. Clark

c/o Bridgepoint Education, Inc.

13500 Evening Creek Drive North, Suite 600

San Diego, CA 92128

(858) 668-2586

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

August 5, 2010

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of § §240.1 3d- l(e), 240.13d-l(f) or 240.13d- l(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 10807M 10 5

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Andrew S. Clark

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States

Number of Shares Beneficially by Owned by Each Reporting Person With			7.	Sole Voting Power 3,239,663 (includes right to acquire 3,239,563 shares)

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 3,239,663 (includes right to acquire 3,239,563 shares)

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,239,663 (includes right to acquire 3,239,563 shares)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 5.6%

	14.	Type of Reporting Person (See Instructions) IN

Item 1.	Security and Issuer.
This Amendment No. 2 to Schedule 13D relates to the common stock, par value $0.01 per share (the “Common Stock”), of Bridgepoint Education, Inc., a Delaware corporation (the “issuer”), whose principal executive offices are located at 13500 Evening Creek Drive North, Suite 600, San Diego, CA 92128.

Item 2.	Identity and Background.
Andrew S. Clark (the “reporting person”) is an individual whose business address is c/o Bridgepoint Education, Inc., 13500 Evening Creek Drive North, Suite 600, San Diego, CA 92128. He is a citizen of the United States of America and his present principal occupation and employment is serving as the President and Chief Executive Officer of the issuer, whose business address is set forth above. The reporting person is also a director of the issuer. During the last five years, the reporting person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), and has not been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction relating to any violation of federal or state securities laws.

Item 3.	Source and Amount of Funds or Other Consideration.
The reporting person acquired beneficial ownership of the Common Stock primarily as a result of stock options awarded under the issuer’s stock incentive plans. See Item 6 of this Schedule 13D for a description of these stock options. Additionally, in April 2009, the reporting person purchased, using personal funds, 100 shares of Common Stock, representing the ceremonial first purchase of shares of Common Stock upon the issuer’s commencement of trading on the New York Stock Exchange. The Common Stock and the stock options held by the reporting person are collectively referred to as the “Securities.” See Item 5(c) for a discussion of the reporting person’s transactions in the Securities within the last 60 days. No Securities were acquired using bank or other financing.

Item 4.	Purpose of Transaction.
The reporting person has acquired the Securities for investment purposes. The reporting person will continue to evaluate his ownership and voting position in the issuer and may consider the following future courses of action: (i) continuing to hold the Common Stock for investment; (ii) disposing of all or a portion of the Common Stock in open market

sales or in privately-negotiated transactions; or (iii) acquiring additional shares of the Common Stock in the open market, upon the exercise of options or in privately-negotiated transactions. On August 11, 2010, the reporting person entered into a Trading Plan with a broker to sell shares of Common Stock that may be acquired upon the exercise of stock options. The reporting person was awarded such options as part of the issuer’s executive compensation program. The Trading Plan, which permits sales beginning in November 2010, will enable the reporting person to diversify his financial assets and exercise and sell the options, the majority of which expire as early as April 1, 2014, in a responsible and orderly manner. Under the Trading Plan, the broker may sell up to a specified number of shares each month not to exceed 100,437 shares, in the aggregate, provided that (i) the price per share is at or above certain limit prices on the specified dates of sale and (ii) any shares unsold on such dates will be sold at the next permitted dates of sale, subject to the specified limit prices and the volume limitations and other restrictions of Rule 144 under the Securities Act of 1933, as amended. The broker may sell a maximum of 1,710,635 shares of Common Stock under the Trading Plan. The Trading Plan will terminate upon the earliest of (i) November 9, 2012, (ii) the execution of all trades or the expiration of all orders relating to such trades, as specified in the plan; (iii) the date the broker receives notice of the reporting person’s insolvency or death; (iv) the occurrence of an event that results in the imposition of certain trading restrictions by us; or (v) the plan is terminated by the reporting person, with an acknowledgement from the broker and us. The Trading Plan is intended to comply with the issuer’s Insider Trading Policy and the provisions of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. Rule 10b5-1 permits officers and directors of public companies to adopt pre-determined plans for buying or selling specified amounts of stock. All sales of common stock under the Trading Plans and related transactions will be reported through appropriate filings with the Securities and Exchange Commission. Except as set forth above, the reporting person has no other existing plan or proposal which relates to or would result in any of the matters enumerated in clauses (a) through (j), inclusive, of Item 4 of Schedule 13D. Notwithstanding the above, the reporting person may, in his capacity as an executive officer and/or director of the issuer, have plans or proposals relating to items (a) through (j) above and to such extent the reporting person declines to indicate such plans or proposals, and disclaims any obligation to update such disclosure, except to the extent they derive from his status as a stockholder instead of an executive officer and/or director.

Item 5.	Interest in Securities of the Issuer.
(a) As of August 10, 2010, the reporting person beneficially owns, within the meaning of Rule 13d-3 under the Exchange Act, an aggregate of 3,239,663 shares of Common Stock, which includes 3,239,563 shares issuable upon the exercise of options that are exercisable within 60 days of August 10, 2010. Accordingly, the reporting person beneficially owns 5.6% of the outstanding shares of Common Stock, based upon 55,001,016 shares outstanding as of August 10, 2010. (b) As of August 10, 2010, the reporting person has sole power to vote or dispose of 3,239,663 shares of Common Stock, which includes 3,239,563 shares issuable upon the exercise of options that are exercisable within 60 days of August 10, 2010. (c) On August 5, 2010 the reporting person acquired as compensation an option to purchase up to an aggregate of 125,100 shares of Common Stock at an exercise price of $15.81 per share under the issuer’s 2009 Plan. Subject to the reporting person’s continuing service, this option vests and becomes exercisable as follows: (i) 25% of the option vests on the first anniversary of the vesting commencement date, (ii) an additional 2% of the option vests on each monthly anniversary of the vesting commencement date for the thirty-three months following the first anniversary of the vesting commencement date and (iii) an additional 3% of the option vests on each of the 46th, 47th and 48th monthly anniversaries of the vesting commencement date. The vesting commencement date for this option is August 5, 2010. On August 5, 2010: · The reporting person acquired 50,297 shares of Common Stock at a price of $0.315 per share upon the exercise of a stock option, using personal funds, and · The reporting person sold 50,297 shares of Common Stock at a weighted average sale price of $16.08 on the open market. On August 6, 2010: · The reporting person acquired 100,000 shares of Common Stock at a price of $0.315 per share upon the exercise of a stock option, using personal funds, and · The reporting person sold 100,000 shares of Common Stock at a weighted average sale price of $15.05 on the open market.

Other than the transactions described above, the reporting person has not effected any transaction in the Securities within the past 60 days. (d) None, except to the extent a portion of the shares of Common Stock beneficially owned by the reporting person may be owned with the reporting person’s spouse as community property under the laws of the State of California. (e) Not applicable.

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The reporting person is a party to the following contracts and arrangements with the issuer with respect to (i) the acquisition of Common Stock from the issuer and (ii) registration rights relating to Common Stock which the reporting person has or may acquire: · The reporting person may acquire up to 2,775,840 shares of Common Stock at an exercise price of $0.315 per share pursuant to stock options awarded to the reporting person on February 15, 2006 under the 2005 Plan. These options are fully vested. The 2005 Plan and the form of Stock Option Agreement and Notice of Option Grant for these stock options are incorporated herein by reference as Exhibits 99.1 and 99.2, respectively, to this Schedule 13D. · The reporting person may acquire up to 288,888 shares of Common Stock at an exercise price of $0.585 per share pursuant to stock options awarded to the reporting person on November 27, 2007 under the 2005 Plan. Of the shares subject to these options, 72,222 are subject to a time-vested option, 72,222 are subject to a performance-vested option and 144,444 are subject to an exit-vested option. The exit-vested option vested in full upon the closing of the issuer’s initial public offering. Subject to the reporting person’s continuing service, the time-vested option vests and becomes exercisable as follows: (i) 25% of the option vests on the first anniversary of the vesting commencement date, (ii) an additional 2% of the option vests on each monthly anniversary of the vesting commencement date for the thirty-three months following the first anniversary of the vesting commencement date and (iii) an additional 3% of the option vests on each of the 46th, 47th and 48th monthly anniversaries of the vesting commencement date. The vesting commencement date for the time-vested portion of the option is November 27, 2007. Subject to the reporting person’s continuing service, the performance-vested option vests and becomes exercisable as follows: beginning with fiscal year 2008 and ending with fiscal year 2011, 25% of the option vests for each fiscal year in which the issuer’s performance targets (as defined in the stock option award), based on the issuer’s annual revenue and annual EBITDA, are achieved. For any fiscal year in which the annual performance targets are not achieved, such portion will vest if in any subsequent fiscal year the cumulative revenue and EBITDA targets are achieved (the cumulative targets are defined in the stock option award). The 2005 Plan and the form of Stock Option Agreement and Notice of Option Grant for these stock options are incorporated herein by reference as Exhibits 99.1 and 99.2, respectively, to this Schedule 13D. · The reporting person may acquire up to an aggregate of 666,666 shares of Common Stock at an exercise price of $10.50 per share pursuant to a stock option awarded to the reporting person on April 14, 2009, under the 2009 Plan. Subject to the reporting person’s continuing service, this option vests and becomes exercisable as follows: (i) 25% of the option vests on the first anniversary of the vesting commencement date, (ii) an additional 2% of the option vests on each monthly anniversary of the vesting commencement date for the thirty-three months following the first anniversary of the vesting commencement date and (iii) an additional 3% of the option vests on each of the 46th, 47th and 48th monthly anniversaries of the vesting commencement date. The vesting commencement date for this option is April 14, 2009. The 2009 Plan and the form of Nonstatutory Stock Option Agreement for this stock option are incorporated herein by reference as Exhibits 99.3 and 99.4, respectively, to this Schedule 13D. · The reporting person may acquire up to an aggregate of 125,100 shares of Common Stock at an exercise price of $15.81 pursuant to a stock option awarded to the reporting person on August 5, 2010, under the 2009 Plan. Subject to the reporting person’s continuing service, this option vests and becomes exercisable as follows: (i) 25% of the option vests on the first anniversary of the vesting commencement date, (ii) an additional 2% of the option vests on each monthly anniversary of the vesting commencement date for the thirty-three months following the first anniversary of the vesting commencement date and (iii) an additional 3% of the option vests on each of the 46th, 47th and 48th monthly anniversaries of the vesting commencement date. The vesting commencement date for this option is August 5, 2010. The 2009 Plan and the form of Nonstatutory Stock Option Agreement for this stock option are incorporated herein by reference as Exhibits 99.3 and 99.4, respectively, to this Schedule 13D. · The reporting person is a party to a Second Amended and Restated Registration Rights Agreement dated August 26, 2009, among the issuer, Warburg Pincus and certain other security holders of the issuer pursuant to which the reporting person possesses certain registration rights relating to Common Stock which the reporting person has or may acquire. This agreement is incorporated by reference as Exhibit 99.5 to this Schedule 13D. On August 11, 2010, the reporting person entered into a Trading Plan with Charles Schwab & Co., Inc. (the “broker”) to sell shares of Common Stock that may be acquired upon the exercise of stock options. See Item 4 of this Schedule 13D for a description of the Trading Plan. The form of the Trading Plan is filed as Exhibit 99.6 to this Schedule 13D.

Other than the agreements reflected above, the reporting person has not entered into any contract, arrangement or understanding with respect to the Common Stock. None of the Common Stock beneficially owned by the reporting person is pledged or otherwise subject to a contingency the occurrence of which would give a person voting power or investment power over such stock.

Item 7.	Material to be Filed as Exhibits.
The following documents are incorporated by reference to this Schedule 13D:

Exhibit		Description

99.1		Amended and Restated 2005 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the issuer’s registration statement on Form S-1, File No. 333-156408, filed on December 22, 2008).

99.2		2005 Stock Incentive Plan—Form of Stock Option Agreement and Notice of Option Grant for Andrew S. Clark, Daniel J. Devine, Rodney T. Sheng and Christopher L. Spohn (incorporated by reference to Exhibit 10.4 to the issuer’s registration statement on Form S-1, File No. 333-156408, filed on December 22, 2008).

99.3		Bridgepoint Education, Inc. 2009 Stock Incentive Plan (as amended and restated March 31, 2009) (incorporated by reference to Exhibit 10.5 to the issuer’s registration statement on Form S-1, File No. 333-156408, filed on December 22, 2008).

99.4		Form of Nonstatutory Stock Option Agreement for Executives and Senior Management for the 2009 Stock Incentive Plan (incorporated by reference to Exhibit 99.4 to the issuer’s registration statement on Form S-8, File No. 333-159220, filed on May 13, 2009).

99.5		Second Amended and Restated Registration Rights Agreement dated August 26, 2009 (incorporated by reference to Exhibit 4.4 to the issuer’s registration statement on Form S-1, File No. 333-161549, Filed on August 26, 2009).

99.6		Form of Trading Plan.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	August 13, 2010
	Dated:
	/s/ Andrew S. Clark

	Andrew S. Clark

EX-99.6 2 a10-15560_1ex99d6.htm EX-99.6

Exhibit 99.6

Trading Plan

(SEC Rule 10b5-1)

This Trading Plan is entered into as of (the “Signing Date”) between (“Client”) and Charles Schwab & Co., Inc. (“Broker”).

WHEREAS, Client wishes to establish this Trading Plan to sell or purchase shares of common stock, par value $0.01 per share (the “Stock”) of Bridgepoint Education, Inc. (“Issuer”) from Account number . (The “Account”) maintained with Broker, in accordance with the requirements of SEC Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

NOW, THEREFORE, Client and Broker agree as follows:

1. Trade Instructions. Client hereby instructs Broker to effect sales or purchases of shares of Stock of Issuer from or into the Account, as the case may be, in accordance with the attached Appendix A to Trading Plan (“Appendix A”) and/or Appendix B to Trading Plan (“Appendix B”). If Client specifies a date for trading which is a weekend or holiday, the trade shall not take place until after the opening of regular market trading hours on the next trading day.

2. Term. This Trading Plan shall become effective on (the Trading Plan Effective Date), and shall terminate on the earlier of (1) specify date (not to exceed two years from the Trading Plan Effective Date); (2) the execution of all of the trades or expiration of all of the orders relating to such trades as specified in Appendix A and/or Appendix B; (3) the date Broker receives notice of the liquidation, dissolution, bankruptcy or insolvency of Client; (4) the date Broker receives notice of Client’s death; or (5) the termination of this Trading Plan in accordance with Section 7(b) or Section 15 hereof.

3. Representations and Warranties. Client represents and warrants that as of the date of this Trading Plan:

(a) Client is not aware of any material nonpublic information concerning Issuer or any of its securities (including the Stock) and is entering into this Trading Plan in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1.

(b) Client is permitted to sell or purchase Stock in accordance with Issuer’s insider trading policies and has obtained the approval of Issuer’s counsel to enter into this Trading Plan.

(c) There are no legal, regulatory, contractual or other restrictions applicable to the trades contemplated under this Trading Plan that would interfere with Broker’s ability to execute trades and effect delivery and settlement of such trades on behalf of Client (collectively, “Client Trading Restrictions”).

4. Intent to Comply with Rule 10b5-1(c). It is Client’s intent that this Trading Plan comply with the requirements of Rule 10b5-1(c), and this Trading Plan shall be interpreted to comply with such requirements.

5. Rule 144. Subsections (a) and (b) of this section 5 apply if the Client may be deemed an “affiliate” of Issuer, as the term “affiliate” is defined in Rule 144 under the Securities Act of 1933, as amended. Subsections (c) and (d) of this Section 5 apply in all cases.

(a) Broker agrees to conduct all sales of Stock in accordance with the manner-of-sale requirements of Rule 144. Broker further agrees not to effect any sale of Stock that would exceed the amount limitation under Rule 144, assuming Broker’s sales of Stock are the only sales subject to such limitation. Client agrees not to take, and not to cause any person or entity with which Client would be required to aggregate sales of Stock pursuant to paragraph (a)(2) or (e) of Rule 144, to take, any action that would cause sales of Stock by Broker not to comply with Rule 144.

(b) Client agrees to provide Broker with five executed copies of Form 144, which Broker shall complete and file on behalf of Client in the event of sales of Stock under this Trading Plan. Client understands and agrees that such Form 144 will include the date this Trading Plan was adopted.

(c) Client shall disclose to Broker all trading plans involving the Stock established by Client at other firms that would be effective at any time during the period this Trading Plan is in effect and all trading activity involving the Stock that occurs during such period or that occurs within 90 days prior to the commencement of such period.

(d) Client agrees to notify Broker immediately if there is any change in Client’s employment or affiliate or non-affiliate status.

6. Section 13 or Section 16 Filings. Client acknowledges and agrees that Client is responsible for making all filings, if any, required under Section 13 or Section 16 of the Exchange Act (and the rules and regulations thereunder) with respect to trades pursuant to this Trading Plan. To comply with

Section 16 accelerated reporting requirements, Client must complete separately a duly executed Broker Instruction Letter.

7. Market Disruptions and Trading Restrictions.

(a) Client understands that Broker may not be able to effect a trade, in whole or in part, due to a market disruption or a legal, regulatory or contractual restriction applicable to Broker or any other event or circumstance. Client also understands that Broker may be unable to effect a trade consistent with ordinary principles of best execution due to insufficient volume of trading, failure of the Stock to reach and sustain a limit order price, or other market factors in effect on the trade date specified in Appendix A and/or Appendix B. As soon as reasonably practicable after the cessation or termination of any such market disruption, restriction event or circumstance, Broker shall resume effecting trades in accordance with the express provisions of this Trading Plan which are then applicable. Trades that are not executed as the result of any such market disruption, restriction, event or circumstance shall not be deemed to be a part of this Trading Plan.

(b) If Issuer enters into a transaction or if any other event occurs that results, in Issuer’s good faith determination, in the imposition of any Client Trading Restrictions, such as a stock offering requiring an affiliate lockup, Client and Issuer shall promptly provide Broker notice of the beginning and ending date of the restrictions. The notice shall be provided in no event later than three days prior to the beginning date or ending date of the Client Trading Restrictions. With respect to any Client Trading Restrictions for which Client and Issuer have given Broker notice, Broker shall suspend the Trading Plan and stop

effecting trades under this Trading Plan for the duration of the restriction period. From the beginning date of the Client Trading Restriction until the ending date of the Client Trading Restriction, or until Broker receives notice from Client and Issuer of the ending date of the restriction, Broker shall suspend the Trading Plan; provided, however , that (i) Client certifies that Client has no control over the Client Trading Restriction or the dates thereof, and (ii) if Client is unable to make such certification then this paragraph shall result in a termination of the Trading Plan, rather than suspension.

8. Hedging Transactions. Client has not entered into or altered, and while this Trading Plan is in effect, any corresponding or hedging transaction or position with respect to the Stock (including, without limitation, with respect to any securities convertible into or exchangeable for Stock, or any option or other right to purchase or sell Stock or such convertible or exchangeable securities).

9. Margin Loans. Shares subject to this Trading Plan may not be used to secure margin loans to Client made by Broker.

10. Compliance with Laws and Rules. Client understands and agrees that it is the responsibility of Client, and not Broker or Issuer, to determine whether this Trading Plan meets the requirements of Rule 10b5-1(c) and any other applicable federal or state laws or rules.

11. Entire Trading Plan. This Trading Plan constitutes the entire trading plan between Client and Broker and supersedes and replaces any prior instructions under Rule 10b5-1 from Client to Broker with respect to the sale or purchase of shares from or into the Account, as the case may be.

12. Notices and Other Communications. Any notices required or permitted to be given by Issuer and/or Client under this Trading Plan shall be provided in writing by fax, signed by Client and Issuer and confirmed by telephone (Attn: Restricted Stock Service, Fax: 1-415-667-8006; Tel.: 1-800-239-2506).). With respect to any Client Trading Restrictions, Client and Issuer shall provide Broker notice of the anticipated duration of such restrictions, but shall not provide Broker information about the nature of such restrictions or any other information about such restrictions. Further, in no event shall Client or Issuer, at any time while this Trading Plan is in effect, communicate any material nonpublic information concerning Issuer or its securities (including the Stock) to Broker. Further, Client does not have authority, influence or control over any trades in the Issuer’s securities made pursuant to the 10b5-1 trading plan, and shall not at any time attempt to exercise any influence over how, when or whether to effect trades under this Trading Plan.

13. Third Party Beneficiary. Client intends Issuer to be a third party beneficiary of each and every representation and warranty contained in this Trading Plan to the fullest extent necessary to enable Issuer to be fully protected from direct or indirect liability in connection with this Trading Plan.

14. Governing Law. This Trading Plan shall be governed by and construed in accordance with the laws of the state of California, as applied to agreements made and wholly performed in the State of California.

15. Amendments and Termination. This Trading Plan may be amended, modified or terminated only by a written instrument signed by Client, acknowledged by Broker and acknowledged by Issuer (except as provided in Section 7[b] hereof). Client acknowledges and understands that any amendment to, or modification of, this Trading Plan shall be deemed to constitute the creation of a new trading plan. Accordingly, Client shall be required to restate and reaffirm, as of the date of such amendment or modification, each of the representations and warranties contained in Section 3 of this Trading Plan.

16. Counterparts. This Trading Plan may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have signed this Trading Plan as of the Signing Date.

Name of Client:

Signature of Client:

Account Number:

Date:

Accepted by: Charles Schwab & Co., Inc.

By:
Name:
Title:
Date:

Acknowledged by:

Name of Issuer:
Title:
By:
Name:
Date:

Addendum A

This addendum (the “Addendum”) is entered into on , 2010 , between (“Client”) and Bridgepoint (Issuer), and is made a part of that certain Rule 10b5-1 Trading Plan entered into by Client and Charles Schwab & Co. (Broker) concurrently herewith (the “Trading Plan”). Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Trading Plan.

The following provisions will apply to purchases and sales under the Trading Plan:

1. Client agrees that the Trading Plan shall be the sole means by which Client will trade in securities of the Issuer; provided, however, that, subject to the limitations in the Trading Plan, the Issuer’s insider trading policy and applicable securities laws in general (including Section 16 provisions relating to short swing profits), Client may (i) participate in ESPP purchase transactions, (ii) exercise stock options without resale, and (iii) participate in a public offering of the Issuer’s securities registered under the Securities Act of 1933, as amended.

IN WITNESS WHEREOF, the parties hereto have signed this Addendum A as of the date set forth above.

Name of Client:
By:
Name:
Title:


ACKNOWLEDGED:

Bridgepoint Education, Inc.

By:
Name:
Title:

Appendix B to Trading Plan (SEC Rule 10b5-1)

Instructions for Exercise and Sale of Employee Stock Options of Issuer

Client Information (Check applicable boxes.)
a)	o I am	o I am not an officer, director or 10% owner of Issuer.
b)	o I have	o I have not been notified by Issuer that I may be deemed an “affiliate,” as defined in Rule 144 of the Securities Act of 1933, as amended.

Employee Stock Option Shares (Exercise and Sell)

Effective
Date of
Sale

Number of
Shares
to Exercise

Number of
Shares to Be
Sold(1)

Type of Order(2)

Duration of Order(3)
(Indicate Order Cancellation Date)

Option Type
(NQ or ISO)

Exercise
Price(4)

Grant
Date

(1) Order details listed will not be adjusted to reflect stock splits or other similar changes in Issuer’s capitalization that may occur prior to execution of the trades. Client is responsible for canceling this plan and entering into a new plan in order to reflect capitalization changes as necessary.

(2) Examples of “Type of Order” include but are not limited to: Market, Limit and Volume-Weighted Average Price (VWAP). Limit prices must be specified for limit orders.

· Depending on order size and market exchange, market orders may be executed on a “not held” basis.

· Limit price orders are at the limit or better, beginning at the opening of regular market trading hours on the specified trade date and expiring at the close of regular market trading hours on the trade date, unless a specific cancellation date is indicated in “Duration of Order.”

· VWAP is an order type executed on a “best efforts” basis by using a tracking algorithm designed to achieve pricing that closely replicates the average price at which shares are traded throughout the day. Actual calculation techniques may vary.

(3) If any employee stock option expiration date is prior to the expiration of the order as specified in the “Duration of Order,” the order and the corresponding exercise instructions are automatically canceled on the employee stock option expiration date. If the expiration date falls on a weekend or holiday, the cancellation of the order shall be effective at the close of regular market trading hours on the previous trading day. Orders shall be automatically canceled in the event of any earlier termination of the Trading Plan in accordance with Section 2 thereof.

· Orders with durations exceeding 60 days will be re -entered every 60 days until the Order Cancellation Date, which, in the case of each re-entry, could change the order of execution.

(4) For employee stock options, if you specify market order and if the market price on the exercise date does not exceed the exercise price of the options, the order is automatically canceled.

Name of Client:	Accepted by: Charles Schwab & Co., Inc.	Acknowledged by:
Signature of Client:	By:	Name of Issuer:
Account Number:	Name:	By:
Date:	Title:	Name:
	Date:	Title:
		Date:

Commission will be at Broker-Assisted Rate or at cents per share (Broker to complete).

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