X0306 5 2016-12-31 0 0 0 0001104349 CAPELLA EDUCATION CO CPLA 0001254206 SHANK STEPHEN G 225 SOUTH 6TH STREET, 9TH FLOOR MINNEAPOLIS MN 55402 1 0 0 0 Common Stock 2016-11-14 5 G 0 4290 0.00 D 0 I By Trust Common Stock 2016-11-14 5 G 0 4290 0.00 A 4290 I By Trust Common Stock 2016-12-22 5 G 0 4290 0.00 D 0 I By Trust Common Stock 2016-12-22 5 G 0 4290 0.00 A 17860 I By Trust The Judith F. Shank Sept 2013 7-Yr Grantor Retained Annuity Trust. The Judith F. Shank Revocable Trust. The Stephen G. Shank Sept. 2013 7-Yr Grantor Retained Annuity Trust. Includes 1,844 restricted stock units that will vest on May 1, 2017, and will be settled in shares of CPLA common stock on a 1:1 basis at the time the reporting person leaves the board of directors; and 1,727 deferred stock units, that will be settled in shares of CPLA common stock on a 1:1 basis at the time the reporting person leaves the board of directors or the company experiences a change-in-control. The Stephen G. Shank Revocable Trust. /s/ Kelly Jacobus, Attorney-in-Fact for Stephen G. Shank 2017-02-13