SEC FORM 4

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^*

Clark Andrew S.

(Last)

(First)

(Middle)

13500 EVENING CREEK DRIVE NORTH

(Street)

SAN DIEGO

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
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/18/2015

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/18/2015		J⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		50,000	D	⁽²⁾⁽³⁾⁽⁴⁾	613,444	I	By trust⁽⁵⁾
Common Stock	08/19/2015		J⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		50,000	D	⁽²⁾⁽³⁾⁽⁴⁾	563,444	I	By trust⁽⁵⁾
Common Stock	08/20/2015		J⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		50,000	D	⁽²⁾⁽³⁾⁽⁴⁾	513,444	I	By trust⁽⁵⁾
Common Stock								30,694	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Forward Sale Contract (obligation to sell)	⁽²⁾⁽³⁾⁽⁴⁾	08/18/2015		J⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾			50,000	08/18/2015	08/18/2015	Common Stock	50,000⁽²⁾⁽³⁾⁽⁴⁾	$0.00	0⁽²⁾⁽³⁾⁽⁴⁾	I	By Trust⁽⁵⁾
Forward Sale Contract (obligation to sell)	⁽²⁾⁽³⁾⁽⁴⁾	08/19/2015		J⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾			50,000	08/19/2015	08/19/2015	Common Stock	50,000⁽²⁾⁽³⁾⁽⁴⁾	$0.00	0⁽²⁾⁽³⁾⁽⁴⁾	I	By Trust⁽⁵⁾
Forward Sale Contract (obligation to sell)	⁽²⁾⁽³⁾⁽⁴⁾	08/20/2015		J⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾			50,000	08/20/2015	08/20/2015	Common Stock	50,000⁽²⁾⁽³⁾⁽⁴⁾	$0.00	0⁽²⁾⁽³⁾⁽⁴⁾	I	By Trust⁽⁵⁾

Explanation of Responses:

1. Transaction code is J/K.

2. On August 18, 19 and 20, 2015 (each, a "Maturity Date"), the reporting person's settlement obligations became fixed under a prepaid variable forward sale contract (the "Contract") entered into on September 13, 2013 by the reporting person with an unaffiliated third party buyer. The Contract obligated the reporting person to deliver to the buyer shares of the issuer's common stock (the "Common Stock") within 3 business days following each Maturity Date in amounts up to 50,000, 50,000 and 50,000 shares (or, at the reporting person's election, an equivalent amount of cash based on the market price of the Common Stock at that time), respectively. In exchange for assuming this obligation, the reporting person received a cash payment of $2,069,362.79 as of the date of entering into the Contract. The reporting person pledged 150,000 shares of Common Stock to secure his obligations under the Contract and retained dividend and voting rights in the pledged shares during the term of the pledge.

3. The number of shares of Common Stock to be delivered by the reporting person to the buyer within 3 business days following each Maturity Date was determined as follows: (i) if the closing price per share on the applicable Maturity Date (each, a "Settlement Price") was less than or equal to $17.4409 (the "Forward Floor Price"), the reporting person would deliver 50,000 shares; (ii) if the Settlement Price was greater than the Forward Floor Price but less than or equal to $26.1614 (the "Forward Cap Price"), the reporting person would deliver a number of shares equal to the product of (x) 50,000 shares multiplied by (y) the Forward Floor Price divided by the Settlement Price; and (iii) if the Settlement Price was greater than the Forward Cap Price, the reporting person would deliver a number of shares equal to the product of (x) 50,000 shares multiplied by (y) the quotient of (I) the Forward Floor Price plus (Settlement Price - Forward Cap Price), divided by (II) the Settlement Price.

4. On August 18, 2015, August 19, 2015 and August 20, 2015, the Settlement Price was $8.03, $7.99 and $7.88, respectively. Accordingly, the reporting person delivered to the buyer the 150,000 pledged shares, comprised of 50,000 shares of Common Stock required to be delivered in connection with each Maturity Date.

5. Shares held indirectly by the reporting person in the name of the Clark Family Trust, dated July 8, 1998, of which the reporting person is a trustee and in which the reporting person has a pecuniary interest.

Remarks:

	/s/ Diane L. Thompson, as Attorney-in-Fact	08/20/2015
	** 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.
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