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*
Heath Chad N.

(Last) (First) (Middle)
601 WEST FIFTH STREET, SUITE 700

(Street)
LOS ANGELES CA 90071

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/19/2008
3. Issuer Name and Ticker or Trading Symbol
Grand Canyon Education, Inc. [ LOPE ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X 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)
X Form filed by One Reporting Person
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 A Preferred Stock (1) (1) Common Stock 4,213(1)(2) (1) I Endeavour Capital Fund IV, L.P.
Series A Preferred Stock (1) (1) Common Stock 258(1)(2) (1) I Endeavor Associates Fund IV, L.P.
Series A Preferred Stock (1) (1) Common Stock 477(1)(2) (1) I Endeavor Capital Parallel Fund IV, L.P.
Series C Preferred Stock (3) (3) Common Stock 1,426.09(2)(3) (3) I Endeavour Capital Fund IV, L.P.
Series C Preferred Stock (3) (3) Common Stock 87.44(2)(3) (3) I Endeavor Associates Fund IV, L.P.
Series C Preferred Stock (3) (3) Common Stock 161.48(2)(3) (3) I Endeavor Capital Parallel Fund IV, L.P.
Explanation of Responses:
1. Upon the closing of the initial public offering of the Issuer's Common Stock, each share of Series A Preferred Stock will automatically convert into 1,826 shares of the Issuer's Common Stock, for no additional consideration.
2. Mr. Heath is a managing director of Endeavour Capital IV, LLC the general partner of Endeavour Capital Fund IV, L.P., Endeavour Associates Fund IV, L.P. and Endeavour Capital Parallel Fund IV, L.P. Mr. Heath disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
3. Upon the closing of the initial public offering of the Issuer's Common Stock, each share of Series C Preferred Stock will automatically convert into shares of the Issuer's Common Stock based on a conversion price equal to the initial public offering price per share, for no additional consideration.
Remarks:
Exhibit 24 - Power of Attorney
/s/ Lyn Bickle, Attorney-in-Fact 11/19/2008
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.