0001214659-16-013731.txt : 20160921 0001214659-16-013731.hdr.sgml : 20160921 20160921120845 ACCESSION NUMBER: 0001214659-16-013731 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160921 DATE AS OF CHANGE: 20160921 GROUP MEMBERS: MANGROVE CAPITAL GROUP MEMBERS: MANGROVE PARTNERS GROUP MEMBERS: MANGROVE PARTNERS FUND (CAYMAN), LTD. GROUP MEMBERS: MANGROVE PARTNERS FUND, L.P. GROUP MEMBERS: NATHANIEL AUGUST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Bridgepoint Education Inc CENTRAL INDEX KEY: 0001305323 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 593551629 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-84845 FILM NUMBER: 161895269 BUSINESS ADDRESS: STREET 1: 13500 EVENING CREEK DR. #600 CITY: SAN DIEGO STATE: CA ZIP: 92128 BUSINESS PHONE: 858-668-2586 MAIL ADDRESS: STREET 1: 13500 EVENING CREEK DR. #600 CITY: SAN DIEGO STATE: CA ZIP: 92128 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Mangrove Partners Master Fund, Ltd. CENTRAL INDEX KEY: 0001569227 IRS NUMBER: 981083428 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: MAPLES CORP. SVCS, PO BOX 309 STREET 2: UGLAND HOUSE, S. CHURCH STREET CITY: GEORGE TOWN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 1 345 949 8066 MAIL ADDRESS: STREET 1: MAPLES CORP. SVCS, PO BOX 309 STREET 2: UGLAND HOUSE, S. CHURCH STREET CITY: GEORGE TOWN STATE: E9 ZIP: KY1-1104 SC 13G 1 m920160sc13g.htm Submission Documents
EDGAR Submission Header Summary
  Submission Form Type SC 13G
  Filer Mangrove Partners Master Fund, Ltd.
     CIK 0001569227
     CCC xxxxxxxx
     Selected Exchanges  
        Exchange NONE
  Confirming Copy No
  Subject Company Bridgepoint Education Inc
     CIK 0001305323
     IRS Number 59-3551629
  Subject Company Group Names  
     The Mangrove Partners Fund, L.P.  
     Mangrove Partners Fund (Cayman), Ltd.  
     Mangrove Partners  
     Mangrove Capital  
     Nathaniel August  
  Submission Contact Filing Department
  Contact Phone Number 518-907-0015
Documents
  SC 13G m920160sc13g.htm
     
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. _)*

Bridgepoint Education, Inc.
(Name of Issuer)
 
Common Stock, par value $0.01 per share
(Title of Class of Securities)

 
10807M105
  
 
(CUSIP Number)
  
 
September 12, 2016
(Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

   ☐
Rule 13d-1(b)
     
   ☒
Rule 13d-1(c)
     
   ☐
Rule 13d-1(d)


*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
Page 1 of 12 pages
 
 
CUSIP No.  10807M105
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Mangrove Partners Master Fund, Ltd
98-1083428
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
 
 
(a) ☒
(b) ☐
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH:
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
2,362,069
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
2,362,069
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,362,069
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
 
☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.10%
12
TYPE OF REPORTING PERSON (see instructions)
 
OO
 
 
Page 2 of 12 pages
 
 
CUSIP No.  10807M105
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
The Mangrove Partners Fund, L.P.
27-2067192
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
 
 
(a) ☒
(b) ☐
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DE
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH:
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
2,362,069
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
2,362,069
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,362,069
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
 
☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.10%
12
TYPE OF REPORTING PERSON (see instructions)
 
PN
 
 
Page 3 of 12 pages
 
 
CUSIP No.  10807M105
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Mangrove Partners Fund (Cayman), Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
 
 
(a) ☒
(b) ☐
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH:
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
2,362,069
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
2,362,069
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,362,069
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
 
☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.10%
12
TYPE OF REPORTING PERSON (see instructions)
 
OO
 
 
Page 4 of 12 pages
 
 
CUSIP No.  10807M105
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Mangrove Partners
98-0652572
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
 
 
(a) ☒
(b) ☐
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH:
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
2,362,069
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
2,362,069
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,362,069
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
 
☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.10%
12
TYPE OF REPORTING PERSON (see instructions)
 
OO
 
 
Page 5 of 12 pages
 
 
CUSIP No.  10807M105
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Mangrove Capital
98-06252571
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
 
 
(a) ☒
(b) ☐
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH:
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
2,362,069
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
2,362,069
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,362,069
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
 
☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.10%
12
TYPE OF REPORTING PERSON (see instructions)
 
OO
 
 
Page 6 of 12 pages
 
 
CUSIP No.  10807M105
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Nathaniel August
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
 
 
(a) ☒
(b) ☐
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
US
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH:
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
2,362,069
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
2,362,069
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,362,069
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
 
☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.10%
12
TYPE OF REPORTING PERSON (see instructions)
 
IN
 
 
Page 7 of 12 pages
 
 
Item 1(a).
Name of Issuer:
   
 
The name of the issuer is Bridgepoint Education, Inc., a corporation organized under the laws of the State of Delaware (the “Company”).
   
Item 1(b).
Address of Issuer’s Principal Executive Offices:
   
 
The Company’s principal executive offices are located at 13500 Evening Creek Drive North, San Diego, California 92128.
   
Item 2(a).
Name of Person Filing:
   
 
This Schedule 13G is being jointly filed by  (1) The Mangrove Partners Master Fund, Ltd. (the “Master Fund”), (2) The Mangrove Partners Fund, L.P. (the “US Feeder”), (3) The Mangrove Partners Fund (Cayman), Ltd. (the “Cayman Feeder”), (4) Mangrove Partners, (5) Mangrove Capital and (6) Nathaniel August. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
 
The Shares (as defined below) which are the subject of this Schedule 13G are held by the Master Fund. Beneficial ownership of the Shares is also claimed by (i) the US Feeder and the Cayman Feeder, which are the two controlling shareholders of the Master Fund, (ii) Mangrove Partners which serves as the investment manager of each of the Master Fund, the US Feeder and the Cayman Feeder, (iii) Mangrove Capital which serves as the general partner of the US Feeder, and (iv) Nathaniel August who is the principal of Mangrove Partners and Mangrove Capital.
   
Item 2(b).
Address of Principal Business Office or, if none, Residence:
   
 
The principal business office of each of the US Feeder, Mangrove Partners, Mangrove Capital and Nathaniel August is 645 Madison Avenue, 14th Floor, New York, New York 10022.
 
The principal business address of each of the Cayman Feeder and the Master Fund is c/o Maples Corporate Services, Ltd., PO Box 309, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands KY1-1104.
   
Item 2(c).
Citizenship:
   
 
The US Feeder is organized under the laws of the State of Delaware.  Each of Mangrove Partners, Mangrove Capital, the Cayman Feeder and the Master Fund is organized under the laws of the Cayman Islands. Nathaniel August is a citizen of the United States of America.
   
Item 2(d).
Title of Class of Securities:
   
 
Common Stock, par value $0.01 per share (the “Shares”).
   
Item 2(e).
CUSIP Number:  10807M105
 
 
Page 8 of 12 pages
 
 
Item 3.
If this Statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
  ☐
Broker or dealer registered under Section 15 of the Act;
(b)
  ☐
Bank as defined in Section 3(a)(6) of the Act;
(c)
  ☐
Insurance company as defined in Section 3(a)(19) of the Act;
(d)
  ☐
Investment company registered under Section 8 of the Investment Company Act of 1940;
(e)
  ☐
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)
  ☐
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
(g)
  ☐
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h)
  ☐
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
  ☐
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;
(j)
  ☐
A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
(k)
  ☐
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:      

Item 4.
Ownership.
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
     
As of September 12, 2016
 
(a)
Amount Beneficially Owned:
2,362,069
 
(b)
Percent of Class:
5.10%
 
(c)
Number of shares as to which such person has:
  
   
(i)
sole power to vote or to direct the vote:
0
   
(ii)
shared power to vote or to direct the vote:
2,362,069
   
(iii)
sole power to dispose or to direct the disposition of:
0
   
(iv)
shared power to dispose or to direct the disposition of:
2,362,069
 
 
Page 9 of 12 pages
 
 
Item 5.
Ownership of Five Percent or Less of a Class.
   
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
   
 
Not applicable.
   
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
   
 
Not applicable.
   
Item 8.
Identification and Classification of Members of the Group.
   
 
Not applicable.
   
Item 9.
Notice of Dissolution of Group.
   
 
Not applicable.
   
Item 10.
Certification.
   
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of and do not have the effect of changing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect for the time being.
 
 
Page 10 of 12 pages
 
 
SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

September 21, 2016
 
THE MANGROVE PARTNERS MASTER FUND, LTD.
By:
MANGROVE PARTNERS
 
The Investment Manager
 
  
By:
/s/ Nathaniel August
 
Name:  Nathaniel August
 
Title:  Director
   
   
THE MANGROVE PARTNERS FUND, L.P.
By:
MANGROVE CAPITAL
 
as General Partner
   
By:
/s/ Nathaniel August
 
Name:  Nathaniel August
 
Title:  Director
   
THE MANGROVE PARTNERS FUND (CAYMAN), LTD.
By:
MANGROVE PARTNERS
 
The Investment Manager
 
  
By:
/s/ Nathaniel August
 
Name:  Nathaniel August
 
Title:  Director
   
MANGROVE PARTNERS
   
By:
/s/ Nathaniel August
 
Name:  Nathaniel August
 
Title:  Director
 
  
 MANGROVE CAPITAL
   
By:
/s/ Nathaniel August
 
Name:  Nathaniel August
 
Title:  Director
 
  
/s/ Nathaniel August 
Name:  Nathaniel August  
 
 
Page 11 of 12 pages
 
 
SCHEDULE 13G
 
CUSIP No. 10807M105
           Page 12 of 12 Pages
 
Exhibit A
JOINT FILING AGREEMENT

This agreement is made pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended (the “Act”), by and among the parties listed below, each referred to herein as a “Joint Filer.” The Joint Filers agree that the foregoing Schedule 13G with respect to the Common Stock, par value $0.01 per share of Bridgepoint Education, Inc. is filed on behalf of each of the undersigned and that all subsequent amendments to such statement shall be filed on behalf of each of the undersigned without necessity of filing an additional joint filing agreement. This joint filing agreement may be included as an exhibit to such joint filing.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and, if necessary, Schedule 13D and any amendments to either or both, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

IN WITNESS WHEREOF, each of the undersigned hereby executes this Joint Filing Agreement as of this 21st day of September, 2016.
 
THE MANGROVE PARTNERS MASTER FUND, LTD.
By:
MANGROVE PARTNERS
 
The Investment Manager
 
  
By:
/s/ Nathaniel August
 
Name:  Nathaniel August
 
Title:  Director
   
   
THE MANGROVE PARTNERS FUND, L.P.
By:
MANGROVE CAPITAL
 
as General Partner
   
By:
/s/ Nathaniel August
 
Name:  Nathaniel August
 
Title:  Director
   
THE MANGROVE PARTNERS FUND (CAYMAN), LTD.
By:
MANGROVE PARTNERS
  The Investment Manager
 
By:
/s/ Nathaniel August
 
Name:  Nathaniel August
 
Title:  Director
   
MANGROVE PARTNERS
   
By:
/s/ Nathaniel August
 
Name:  Nathaniel August
 
Title:  Director
   
 MANGROVE CAPITAL
   
By:
/s/ Nathaniel August
 
Name:  Nathaniel August
 
Title:  Director
 
  
/s/ Nathaniel August
Name:  Nathaniel August