X0306 4 2013-09-13 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 Forward sale contract (obligation to sell) 2013-09-13 4 J 0 150000 0.00 A Common Stock 150000 0 I By trust Transaction code is J/K. On September 13, 2013, the reporting person entered into a prepaid variable forward sale contract with an unaffiliated third party buyer. The contract obligates the reporting person to deliver to the buyer shares of the issuer's common stock within three business day of each of August 18, 2015, August 19, 2015 and August 20, 2015 (the "Maturity Dates") in amounts up to 50,000, 50,000 and 50,000 shares (or, at the reporting person's election, an equivalent amount of cash based on the market price of the issuer's common stock at that time), respectively, on the applicable Maturity Date. In exchange for assuming this obligation, the reporting person received a cash payment of $2,069,362.79 as of the date of entering into the contract. The reporting person pledged 150,000 shares of the issuer's Common Stock to secure his obligations under the contract and retained dividend and voting rights in the pledged shares during the term of the pledge. The number of shares of Common Stock to be delivered within three business days following each Maturity Date is to be determined as follows: (i) If the closing price per share on the applicable Maturity Date (in each case, the "Settlement Price") is less than or equal to $17.4409 (the "Forward Floor Price"), 50,000 shares of common stock (the "Number of Shares"); (ii) If the Settlement Price is greater than the Forward Floor Price but less than or equal to $26.1614 (the "Forward Cap Price"), a number of shares equal to the product of (x) the Number of Shares multiplied by (y) the Forward Floor Price divided by the Settlement Price; (iii) If the Settlement Price is greater than the Forward Cap Price, a number of Shares equal to the product of (x) the Number of Shares multiplied by (y) the quotient of (I) the Forward Floor Price plus (Settlement Price - Forward Cap Price), divided by (II) the Settlement Price. /s/ Diane L. Thompson, as Attorney-in-Fact 2013-09-17