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*
MILKEN MICHAEL R

(Last) (First) (Middle)
1250 FOURTH STREET

(Street)
SANTA MONICA CA 90401

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
K12 INC [ LRN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
See Footnotes (1)(2)(3)(4)(5)
3. Date of Earliest Transaction (Month/Day/Year)
03/19/2008
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 03/19/2008 X 114,135 A $6.834 114,135 I(1)(2)(5) Knowledge Industries LLC
Common Stock 03/19/2008 S 31,632 D $24.66 82,503 I(1)(2)(5) Knowledge Industries LLC
Common Stock 1,522 I(3)(4)(5) Hampstead Associates, L.L.C.
Common Stock 4,665,083 I(3)(4)(5) Learning Group LLC
Common Stock 609,171 I(3)(4)(5) Learning Group Partners
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
Common Stock Warrants (right to buy) $6.834 03/19/2008 X 114,135 02/09/2006 04/08/2008 Common Stock 114,135 $0 0 I(1)(2)(5) Knowledge Industries LLC
1. Name and Address of Reporting Person*
MILKEN MICHAEL R

(Last) (First) (Middle)
1250 FOURTH STREET

(Street)
SANTA MONICA CA 90401

(City) (State) (Zip)
1. Name and Address of Reporting Person*
KNOWLEDGE INDUSTRIES LLC

(Last) (First) (Middle)
1250 FOURTH STREET

(Street)
SANTA MONICA CA 90401

(City) (State) (Zip)
Explanation of Responses:
1. The warrants of the Issuer ("warrants") were, and the shares of common stock of the Issuer issued upon exercise of the warrants are, held of record by Knowledge Industries LLC, a California limited liability company ("Knowledge Industries"). Michael R. Milken may be deemed to be a controlling person of Knowledge Industries and in such capacity may be deemed to have the power to direct the voting and disposition of, and to share beneficial ownership of, any securities owned of record by Knowledge Industries, but disclaims such beneficial ownership except to the extent of his pecuniary interest therein.
2. On March 19, 2008, Knowledge Industries exercised the warrants in a cashless transaction with the Issuer pursuant to the terms of the warrants.
3. The shares of common stock of the Issuer are held of record by each of Hampstead Associates, L.L.C., a Delaware limited liability company ("Hampstead"), Learning Group LLC, a Delaware limited liability company ("Learning Group") and Learning Group Partners, a California general partnership ("Learning Group Partners"), respectively. Ridgeview Associates, LLC, a California limited liability company ("Ridgeview"), is the manager and a member of Hampstead, and in such capacities may be deemed to have the power to direct the voting and disposition of, and to share beneficial ownership of, any securities owned of record by Hampstead. (continued on footnote 4)
4. Michael R. Milken may be deemed to be a controlling person of each of Learning Group, Learning Group Partners and Ridgeview and in such capacities may be deemed to have the power to direct the voting and disposition of, and to share beneficial ownership of, any securities owned of record, or beneficially owned, by each of Learning Group, Learning Group Partners and Ridgeview, but disclaims such beneficial ownership except to the extent of his pecuniary interest therein.
5. The Reporting Persons may be deemed to be a group, and also may be deemed to be a group with Lowell J. Milken and other entities which are controlled, directly or indirectly, by Lowell J. Milken. The Reporting Persons disclaim such group membership. The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, or otherwise, a Reporting Person is the beneficial owner of equity securities covered by this statement or any other statement that are beneficially owned, directly or indirectly, by any other person.
/s/ Michael R. Milken, An individual 03/21/2008
/s/ Stanley E. Maron, Secretary of Knowledge Industries LLC 03/21/2008
** Signature of Reporting Person Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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