0001540866-14-000004.txt : 20140113
0001540866-14-000004.hdr.sgml : 20140113
20140113133615
ACCESSION NUMBER: 0001540866-14-000004
CONFORMED SUBMISSION TYPE: SC 13G
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20140113
DATE AS OF CHANGE: 20140113
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: CAPELLA EDUCATION CO
CENTRAL INDEX KEY: 0001104349
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200]
IRS NUMBER: 000000000
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-82204
FILM NUMBER: 14524061
BUSINESS ADDRESS:
STREET 1: 225 SOUTH 6TH STREET
STREET 2: 9TH FLOOR
CITY: MINNEAPOLIS
STATE: MN
ZIP: 55402
BUSINESS PHONE: (612) 659-5360
MAIL ADDRESS:
STREET 1: 225 SOUTH 6TH STREET
STREET 2: 9TH FLOOR
CITY: MINNEAPOLIS
STATE: MN
ZIP: 55402
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: Makaira Partners LLC
CENTRAL INDEX KEY: 0001540866
IRS NUMBER: 205857256
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G
BUSINESS ADDRESS:
STREET 1: 7776 IVANHOE AVENUE
STREET 2: #250
CITY: LA JOLLA
STATE: CA
ZIP: 92037
BUSINESS PHONE: 858 626-2874
MAIL ADDRESS:
STREET 1: 7776 IVANHOE AVENUE
STREET 2: #250
CITY: LA JOLLA
STATE: CA
ZIP: 92037
SC 13G
1
13GCapella12.31.13Final.txt
MAKAIRA PARTNERS INITIAL SC 13G FILING CAPELLA 12.31.13
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
CAPELLA EDUCATION COMPANY
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
139594105
(CUSIP Number)
December 31, 2013
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[x]?Rule 13d-1(b)
[ ]?Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting persons
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in 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).
13G
CUSIP No. 139594105
1. Names of Reporting Persons: Makaira Partners LLC
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization: Delaware
Number of Shares
Beneficially
Owned by
Each Reporting
Person With:
5. Sole Voting Power: 683,057
6. Shared Voting Power: None
7. Sole Dispositive Power: 683,057
8. Shared Dispositive Power: None
9. Aggregate Amount Beneficially Owned by Each Reporting Person: 683,057
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
Not Applicable
11. Percent of Class Represented by Amount in Row (9): 5.51%
12. Type of Reporting Person: IA
13G
ITEM 1.
(a) Name of Issuer:
CAPELLA EDUCATION COMPANY
(b) Address of Issuer's Principal Executive Offices:
225 South Sixth Street, 9th Floor, Minneapolis, MN 55402
ITEM 2.
(a) Name of Person Filing:
Makaira Partners LLC
(b) Address of Principal Business Office, or if None, Residence:
7776 Ivanhoe Avenue, #250, La Jolla, CA 92037
(c) Citizenship:
Delaware
(d) Title of Class of Securities:
Common Stock
(e) CUSIP Number:
139594105
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO
SS.240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER
THE PERSON FILING IS A:
(a)
[_]
Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
(b)
[_]
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)
[_]
Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)
[_]
Investment company registered under Section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e)
[X]
An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E);
(f)
[_]
An employee benefit plan or endowment fund in accordance with
ss.240.13d-1(b)(1)(ii)(F);
(g)
[_]
A parent holding company or control person in accordance with
ss.240.13d-1(b)(1)(ii)(G);
(h)
[_]
A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i)
[_]
A church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act
of 1940 (15 U.S.C. 80a-3);
(j)
[_]
Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).
ITEM 4. OWNERSHIP.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 683,057
(b) Percent of class: 5.51%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 683,057
(ii) Shared power to vote or to direct the vote: None
(iii) Sole power to dispose or to direct the disposition of: 683,057
(iv) Shared power to dispose or to direct the disposition of: None
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following [ ].
Not Applicable
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
ANOTHER PERSON.
None
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE
PARENT HOLDING COMPANY.
Not Applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS
OF THE GROUP.
Not Applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not Applicable
ITEM 10. CERTIFICATIONS.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the
ordinary course of business and were not acquired and not held for
the purpose of or with the effect of changing or influencing the control
of the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having such
purpose or effect.
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.
January 13, 2014
________________________________
(Date)
/s/ Sean Hidey
________________________________
(Signature)
Sean Hidey, COO and CCO
________________________________
(Name/Title)