X0306 4/A 2012-11-15 2012-11-16 0 0001305323 Bridgepoint Education Inc BPI 0001453872 Clark Andrew S. 13500 EVENING CREEK DRIVE NORTH SUITE 600 SAN DIEGO CA 92128 1 1 0 0 Chief Executive Officer Common Stock 2012-11-15 4 M 0 14587 0 A 14687 D Common Stock 2012-11-15 4 F 0 6810 8.97 D 7877 D Common Stock 834872 I By trust Restricted Stock Units 2012-11-15 4 M 0 14587 0.00 D Common Stock 14587 0 D Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock. On November 15, 2012, 14,587 of the reporting person's restricted stock units were settled for an equal number of the issuer's common stock. The restricted stock units granted on June 28, 2011 vested in full on June 28, 2012, subject to the reporting person's continuing service. Vested shares were delivered to the reporting person on November 15, 2012. This amendment is being filed to report the reporting person's correct number of shares beneficially owned directly and indirectly. Shares held indirectly by the reporting person in the name of the Clark Family Trust, dated July 8, 1998, of which the reporting person is a trustee and in which the reporting person has a pecuniary interest. /s/ Diane L. Thompson, as Attorney-in-Fact 2013-09-11