0001540866-16-000020.txt : 20160216 0001540866-16-000020.hdr.sgml : 20160215 20160216130457 ACCESSION NUMBER: 0001540866-16-000020 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160216 DATE AS OF CHANGE: 20160216 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: 161425739 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 13GCapella123115over5final.txt MAKAIRA 13G OVER 5% CAPPELA EDUCATION 12.31.15 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, 2015 (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: 696,551 6. Shared Voting Power: None 7. Sole Dispositive Power: 696,551 8. Shared Dispositive Power: None 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 696,551 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares: Not Applicable 11. Percent of Class Represented by Amount in Row (9): 5.84 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: 696,551 (b) Percent of class: 5.84% (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: 696,551 (ii) Shared power to vote or to direct the vote: None (iii) Sole power to dispose or to direct the disposition of: 696,551 (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. February 12, 2016 ________________________________ (Date) /s/ Sean Hidey ________________________________ (Signature) Sean Hidey, COO and CCO ________________________________ (Name/Title)