X0306 4 2017-03-29 0 0001305323 Bridgepoint Education Inc BPI 0001453872 Clark Andrew S. 8620 SPECTRUM CENTER BLVD. SAN DIEGO CA 92123 1 1 0 0 Chief Executive Officer Common Stock 2017-03-29 4 M 0 56626 0.00 A 114013 D Common Stock 2017-03-29 4 F 0 21282 10.44 D 92731 D Common Stock 513444 I By trust Stock Option (right to buy) 10.44 2017-03-29 4 A 0 104070 0.00 A 2027-03-29 Common Stock 104070 104070 D Restricted Stock Unit 2017-03-29 4 A 0 48440 0.00 A Common Stock 48440 48440 D Restricted Stock Unit 2017-03-29 4 M 0 17057 0.00 A Common Stock 17057 0 D Restricted Stock Unit 2017-03-29 4 M 0 14900 0.00 A Common Stock 14900 14900 D Restricted Stock Unit 2017-03-29 4 M 0 12754 0.00 A Common Stock 12754 25508 D Restricted Stock Unit 2017-03-29 4 M 0 11915 0.00 A Common Stock 11915 35745 D On March 29, 2017, 56,626 of the reporting person's restricted stock units were settled for an equal number of shares of the issuer's common stock. 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. Subject to the reporting person's continuing service, this option vests and becomes exercisable as follows: (i) 25% of the shares subject to the option shall vest and become exercisable on the first anniversary of the vesting commencement date, (ii) an additional 2% of the shares subject to the option shall vest and become exercisable on each monthly anniversary of the vesting commencement date for the thirty-three months following the first anniversary of the vesting commencement date and (iii) an additional 3% of the shares subject to the option shall vest and become exercisable on each of the 46th, 47th and 48th monthly anniversaries of the vesting commencement date. The vesting commencement date for this option is March 29, 2017. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock. Subject to the reporting person's continuing service, the restricted stock units vest as follows: (i) 25% of the restricted stock units vest on the first anniversary of the vesting commencement date, and (ii) an additional 25% of the restricted stock units shall vest on each subsequent anniversary of the vesting commencement date. The vesting commencement date for the restricted stock units is March 29, 2017. Subject to the reporting person's continuing service, the restricted stock units vest as follows: (i) 25% of the restricted stock units vest on the first anniversary of the vesting commencement date, and (ii) an additional 25% of the restricted stock units shall vest on each subsequent anniversary of the vesting commencement date. The vesting commencement date for the restricted stock units is March 29, 2013. Subject to the reporting person's continuing service, the restricted stock units vest as follows: (i) 25% of the restricted stock units vest on the first anniversary of the vesting commencement date, and (ii) an additional 25% of the restricted stock units shall vest on each subsequent anniversary of the vesting commencement date. The vesting commencement date for the restricted stock units is March 29, 2014. Subject to the reporting person's continuing service, the restricted stock units vest as follows: (i) 25% of the restricted stock units vest on the first anniversary of the vesting commencement date, and (ii) an additional 25% of the restricted stock units shall vest on each subsequent anniversary of the vesting commencement date. The vesting commencement date for the restricted stock units is March 29, 2015. Subject to the reporting person's continuing service, the restricted stock units vest as follows: (i) 25% of the restricted stock units vest on the first anniversary of the vesting commencement date, and (ii) an additional 25% of the restricted stock units shall vest on each subsequent anniversary of the vesting commencement date. The vesting commencement date for the restricted stock units is March 29, 2016. /s/ Diane L. Thompson, as Attorney-in-Fact 2017-03-31