X0202 3 2006-11-09 0 0001104349 CAPELLA EDUCATION CO CPLA 0001289191 Smith David W 225 SOUTH 6TH STREET, 9TH FLOOR MINNEAPOLIS MN 55402 1 0 0 0 Series G Preferred Stock Common Stock 8992 D Stock Option (right to buy) 11.12 2013-04-23 Common Stock 10000 D Stock Option (right to buy) 20.00 2014-10-27 Common Stock 500 D Stock Option (right to buy) 20.00 2015-08-12 Common Stock 2500 D Stock Option (right to buy) 20.00 2016-04-20 Common Stock 2500 D The Class G Preferred Stock is immediately convertible into Company common stock on a one-for-one basis and has no expiration date. The Class G Preferred Stock of the Company shall automatically convert into common stock of the Company upon the closing of the first public offering. The option vests as to 25% of the shares annually beginning on April 24, 2004. Immediately. Michael K. Coddington, Attorney-in-Fact for David W. Smith 2006-11-08