X0306 4 2015-08-06 0 0001157408 K12 INC LRN 0001597377 Cleveland Allison 2300 CORPORATE PARK DRIVE SUITE 200 HERNDON VA 20171 0 1 0 0 EVP, School Mgmt. & Services Common Stock 2015-08-06 4 F 0 800.0 14.03 D 40416 D Common Stock 2015-08-06 4 A 0 35000.0 0.0 A 75416 D Represents the number of shares withheld by the Company upon the vesting of restricted shares to cover the executive's withholding tax on income associated with the satisfaction of all vesting conditions. The number of shares withheld is based upon the closing price of a share of K12 common stock on the vesting date, or if the vesting date fell on a weekend or market holiday, upon the closing price of a share of K12 common stock on the most recent prior market day. These shares are restricted and will vest semi-annually, with 20% vesting in the first year and 40% vesting in each of the next two years following the grant date. /s/ John C. Grothaus, attorney-in-fact 2015-08-10