SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
BEAR STEARNS ASSET MANAGEMENT INC

(Last) (First) (Middle)
237 PARK AVENUE, 7TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
12/12/2007
3. Issuer Name and Ticker or Trading Symbol
K12 INC [ LRN ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Convertible Preferred Stock (1) (1) Common Stock 773,755 (1) I By CVC(2)
Series B Convertible Preferred Stock (1) (1) Common Stock 365,808 (1) I By Offshore(2)
Series B Convertible Preferred Stock (1) (1) Common Stock 306,543 (1) I By BSC(2)
Series B Convertible Preferred Stock (1) (1) Common Stock 17,166 (1) I By CVCP(2)
Series C Convertible Preferred Stock (1) (1) Common Stock 1,034,100 (1) I By CVC(2)
Series C Convertible Preferred Stock (1) (1) Common Stock 488,891 (1) I By Offshore(2)
Series C Convertible Preferred Stock (1) (1) Common Stock 409,685 (1) I By BSC(2)
Series C Convertible Preferred Stock (1) (1) Common Stock 22,942 (1) I By CVCP(2)
Option (Right to Buy) (3) 12/31/2014 Common Stock 5,184 $9.18 I By CVC(2)
Option (Right to Buy) (3) 12/31/2014 Common Stock 2,451 $9.18 I By Offshore(2)
Option (Right to Buy) (3) 12/31/2014 Common Stock 2,053 $9.18 I By BSC(2)
Option (Right to Buy) (3) 12/31/2014 Common Stock 114 $9.18 I By CVCP(2)
Option (Right to Buy) (4) 12/31/2013 Common Stock 5,184 $7.65 I By CVC(2)
Option (Right to Buy) (4) 12/31/2013 Common Stock 2,451 $7.65 I By Offshore(2)
Option (Right to Buy) (4) 12/31/2013 Common Stock 2,053 $7.65 I By BSC(2)
Option (Right to Buy) (4) 12/31/2013 Common Stock 114 $7.65 I By CVCP(2)
Option (Right to Buy) (5) 12/31/2012 Common Stock 5,184 $6.83 I By CVC(2)
Option (Right to Buy) (5) 12/31/2012 Common Stock 2,451 $6.83 I By Offshore(2)
Option (Right to Buy) (5) 12/31/2012 Common Stock 2,053 $6.83 I By BSC(2)
Option (Right to Buy) (5) 12/31/2012 Common Stock 114 $6.83 I By CVCP(2)
Option (Right to Buy) (6) 12/31/2011 Common Stock 5,184 $6.83 I By CVC(2)
Option (Right to Buy) (6) 12/31/2011 Common Stock 2,451 $6.83 I By Offshore(2)
Option (Right to Buy) (6) 12/31/2011 Common Stock 2,053 $6.83 I By BSC(2)
Option (Right to Buy) (6) 12/31/2011 Common Stock 114 $6.83 I By CVCP(2)
Option (Right to Buy) (7) 12/31/2010 Common Stock 3,888 $6.83 I By CVC(2)
Option (Right to Buy) (7) 12/31/2010 Common Stock 1,838 $6.83 I By Offshore(2)
Option (Right to Buy) (7) 12/31/2010 Common Stock 1,540 $6.83 I By BSC(2)
Option (Right to Buy) (7) 12/31/2010 Common Stock 86 $6.83 I By CVCP(2)
1. Name and Address of Reporting Person*
BEAR STEARNS ASSET MANAGEMENT INC

(Last) (First) (Middle)
237 PARK AVENUE, 7TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
BEAR STEARNS COMPANIES INC

(Last) (First) (Middle)
383 MADISON AVENUE

(Street)
NEW YORK NY 10179

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Constellation Ventures Management II, LLC

(Last) (First) (Middle)
237 PARK AVENUE, 7TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Friedman Clifford H

(Last) (First) (Middle)
C/O BEAR STEARNS ASSET MANAGEMENT, INC.
237 PARK AVENUE, 7TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
BSC EMPLOYEE FUND VI LP

(Last) (First) (Middle)
237 PARK AVENUE, 7TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
CONSTELLATION VENTURE CAPITAL II LP

(Last) (First) (Middle)
237 PARK AVENUE, 7TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
CVC II Partners, LLC

(Last) (First) (Middle)
237 PARK AVENUE, 7TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Constellation Venture Capital Offshore II, LP

(Last) (First) (Middle)
237 PARK AVENUE, 7TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The convertible preferred stock is convertible at any time and will convert automatically into Common Stock immediately prior to the Issuer's initial public offering. Each 5.1 shares of preferred stock are convertible into one share of Common Stock. It has no expiration date.
2. The Bear Stearns Companies, Inc. ("BSCI") is the sole managing member of Constellation Ventures Management II, LLC ("Management") and is the parent company of Bear Stearns Asset Management Inc. ("BSAM"). Mr. Clifford H. Friedman is a member of Management and a senior managing director of BSAM. Management is the sole managing general partner of The BSC Employee Fund VI, L.P. ("BSC"), the sole general partner of Constellation Venture Capital II, L.P. ("CVC") and the sole general partner of Constellation Venture Capital Offshore II, L.P. ("Offshore"). BSAM is the sole managing member of CVC II Partners, LLC ("CVCP") and is the investment adviser to BSC, CVC, Offshore and CVCP. Each Reporting Person disclaims beneficial ownership of any securities that exceed its pecuniary interest in the securities held by these entities.
3. Option was granted on 5/17/07 and vests over 4 years in 16 quarterly installments.
4. Option was granted on 4/27/06 and vests over 4 years in 16 quarterly installments.
5. Option was granted on 3/24/05 and vests over 4 years in 16 quarterly installments.
6. Option was granted on 3/31/04 and vests over 4 years in 16 quarterly installments.
7. Option was granted on 2/10/03 and vests over 4 years in 16 quarterly installments.
Remarks:
/s/ Clifford H. Friedman, as Member of Constellation Ventures Management II, LLC, the General Partner of The BSC Employee Fund VI, L.P. 12/12/2007
/s/ Clifford H. Friedman, as Member of Constellation Ventures Management II, LLC, the General Partner of Constellation Venture Capital II, L.P. 12/12/2007
/s/ Clifford H. Friedman, as Senior Managing Director of Bear Stearns Asset Management Inc., the Managing Member of CVC II Partners, L.L.C. 12/12/2007
/s/ Clifford H. Friedman, as Member of Constellation Ventures Management II, LLC, the General Partner of Constellation Venture Capital Offshore II, L.P. 12/12/2007
/s/ Kenneth L. Edlow, as Secretary of The Bear Stearns Companies Inc. 12/12/2007
/s/ Clifford H. Friedman, as Member of Constellation Ventures Management II, LLC 12/12/2007
/s/ Clifford H. Friedman, as Senior Managing Director of Bear Stearns Asset Management Inc. 12/12/2007
/s/ Clifford H. Friedman 12/12/2007
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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