0001104659-07-041126.txt : 20070518 0001104659-07-041126.hdr.sgml : 20070518 20070517173836 ACCESSION NUMBER: 0001104659-07-041126 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070518 DATE AS OF CHANGE: 20070517 GROUP MEMBERS: FLC XXXII PARTNERSHIP, L.P. GROUP MEMBERS: FLC XXXIII PARTNERSHIP, L.P. GROUP MEMBERS: FORSTMANN LITTLE & CO. EQUITY PARTNERSHIP-VI, L.P. GROUP MEMBERS: FORSTMANN LITTLE & CO. EQUITY PARTNERSHIP-VII, L.P. GROUP MEMBERS: FORSTMANN LITTLE & CO. SUBORDINATED DEBT AND EQUITY BUYOUT GROUP MEMBERS: THEODORE J. FORSTMANN GROUP MEMBERS: WINSTON W. HUTCHINS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CAPELLA EDUCATION CO CENTRAL INDEX KEY: 0001104349 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82204 FILM NUMBER: 07862276 BUSINESS ADDRESS: STREET 1: 225 SOUTH 6TH STREET STREET 2: 9TH FLOOR CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: (612) 659-5360 MAIL ADDRESS: STREET 1: 225 SOUTH 6TH STREET STREET 2: 9TH FLOOR CITY: MINNEAPOLIS STATE: MN ZIP: 55402 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FORSTMANN LITTLE & CO EQUITY PARTNERSHIP-VI LP CENTRAL INDEX KEY: 0001256145 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O FORSTMANN LITTLE & CO., STREET 2: 767 FIFTH AVENUE, 44TH FL CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 2123555656 MAIL ADDRESS: STREET 1: C/O FORSTMANN LITTLE & CO., STREET 2: 767 FIFTH AVENUE, 44TH FL CITY: NEW YORK STATE: NY ZIP: 10153 SC 13G/A 1 a07-14581_1sc13ga.htm SC 13D

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13G (Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(b)

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Capella Education Company

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

139594 10 5

(CUSIP Number)

May 16, 2007

(Date of Event Which Requires Filing of this Statement)

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

o	Rule 13d-1(b)
o	Rule 13d-1(c)
x	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).

CUSIP No. 139594 10 5

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Forstmann Little & Co. Equity Partnership-VI, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 0

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 0

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 0.0%

	12.	Type of Reporting Person (See Instructions) PN

CUSIP No. 139594 10 5

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Forstmann Little & Co. Equity Partnership-VII, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 0

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 0

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 0.0%

	12.	Type of Reporting Person (See Instructions) PN

CUSIP No. 139594 10 5

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Forstmann Little & Co. Subordinated Debt and Equity Buyout Partnership-VIII, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 0

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 0

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 0.0%

	12.	Type of Reporting Person (See Instructions) PN

CUSIP No. 139594 10 5

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) FLC XXXII Partnership, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o

	3.	SEC Use Only

	4.	Citizenship or Place of Organization New York

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 0

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 0

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 0.0%

	12.	Type of Reporting Person (See Instructions) PN

CUSIP No. 139594 10 5

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) I.R.S. Identification Nos. of above persons (entities only) FLC XXXIII Partnership, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o

	3.	SEC Use Only

	4.	Citizenship or Place of Organization New York

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 0

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 0

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 0.0%

	12.	Type of Reporting Person (See Instructions) PN

CUSIP No. 139594 10 5

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) I.R.S. Identification Nos. of above persons (entities only) Theodore J. Forstmann

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o

	3.	SEC Use Only

	4.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 0

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 0

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 0.0%

	12.	Type of Reporting Person (See Instructions) IN

CUSIP No. 139594 10 5

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) I.R.S. Identification Nos. of above persons (entities only) Winston W. Hutchins

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o

	3.	SEC Use Only

	4.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 0

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 0

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 0.0%

	12.	Type of Reporting Person (See Instructions) IN

Item 1.
	(a)	Name of Issuer Capella Education Company (the “Issuer”)
	(b)	Address of Issuer’s Principal Executive Offices 225 South 6th Street, 9th Floor Minneapolis, MN 55402

Item 2.
	(a)	Name of Person Filing This statement on Schedule 13G is being filed jointly by (1) Forstmann Little & Co. Equity Partnership-VI, L.P. (“Forstmann VI”), (2) Forstmann Little & Co. Equity Partnership-VII, L.P. (“Forstmann VII”), (3) Forstmann Little & Co. Subordinated Debt and Equity Buyout Partnership-VIII, L.P. (“Forstmann VIII”), (5) FLC XXXII Partnership, L.P. (“FLC XXXII”), (6) FLC XXXIII Partnership, L.P. (“FLC XXXIII”) (6) Theodore J. Forstmann and (7) Winston W. Hutchins. The persons described in items (1) through (7) are referred to herein as the “Reporting Persons.”
	(b)	Address of Principal Business Office or, if none, Residence Each Reporting Person has its or his principal business office at:
		c/o Forstmann Little & Co. 767 Fifth Avenue, 44th Floor New York, New York 10153
	(c)	Citizenship Forstmann VI, Forstmann VII and Forstmann VIII are limited partnerships organized in the state of Delaware. FLC XXXII and FLC XXXIII are limited partnerships organized in the state of New York. Theodore J. Forstmann and Winston W. Hutchins are citizens of the United States.
	(d)	Title of Class of Securities This Statement relates to shares of the common stock of the Issuer, par value $0.01 per share (the “Stock”).
	(e)	CUSIP Number 139594 10 5

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.
	(a)	Amount beneficially owned: The Reporting Persons do not beneficially own any shares of Stock of the Issuer.
	(b)	Percent of class: The Reporting Persons beneficially own 0.0% of the outstanding shares of Stock of the Issuer.
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote See the responses to Item 5 on the attached cover pages.
		(ii)	Shared power to vote or to direct the vote See the responses to Item 6 on the attached cover pages.
		(iii)	Sole power to dispose or to direct the disposition of See the responses to Item 7 on the attached cover pages.
		(iv)	Shared power to dispose or to direct the disposition of See the responses to Item 8 on the attached cover 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 x.

SIGNATURE

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

Dated: May 17, 2007


	Forstmann Little & Co. Equity Partnership-VI, L.P.

	By:	FLC XXXII Partnership, L.P., its general partner


	By:	/s/ Winston W. Hutchins
		Name: Winston W. Hutchins
		Title: General Partner


	Forstmann Little & Co. Equity Partnership-VII, L.P.

	By:		FLC XXXII Partnership, L.P., its general partner


	By:		/s/ Winston W. Hutchins
			Name: Winston W. Hutchins
			Title: General Partner


	Forstmann Little & Co. Subordinated Debt and Equity Management Buyout Partnership-VIII, L.P.


	By:		FLC XXXIII Partnership, L.P., its general partner


	By:		/s/ Winston W. Hutchins
			Name: Winston W. Hutchins
			Title: General Partner


	FLC XXXII Partnership, L.P., its general partner


	By:		/s/ Winston W. Hutchins
			Name: Winston W. Hutchins
			Title: General Partner


	FLC XXXIII Partnership, L.P., its general partner


	By:		/s/ Winston W. Hutchins
			Name: Winston W. Hutchins
			Title: General Partner


	Theodore J. Forstmann

			/s/ Theodore J. Forstmann
			Name:Theodore J. Forstmann


	Winston W. Hutchins

			/s/ Winston W. Hutchins
			Name: Winston W. Hutchins

Index Exhibit

SCHEDULE 13G

Exhibit Number		Exhibit Description
99.1		Joint Filing Agreement

EX-99.1 2 a07-14581_1ex99d1.htm EX-99.1

Exhibit 99.1

JOINT FILING AGREEMENT

The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

In accordance with Rule 13d-1(k)(1) promulgated under the Securities and Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them to such a statement on Schedule 13G with respect to the common stock of Capella Education Company beneficially owned by each of them. This Joint Filing Agreement shall be included as an exhibit to such Schedule 13G.

Dated: May 17, 2007

			Forstmann Little & Co. Equity Partnership-VI, L.P.

			By: FLC XXXII Partnership, L.P., its general partner

			By:	/s/ Winston W. Hutchins
				Name: Winston W. Hutchins
				Title: General Partner

			Forstmann Little & Co. Equity Partnership-VII, L.P.

			By: FLC XXXII Partnership, L.P., its general partner

			By:	/s/ Winston W. Hutchins
				Name: Winston W. Hutchins
				Title: General Partner

			Forstmann Little & Co. Subordinated Debt and Equity Management Buyout Partnership-VIII, L.P.

			By: FLC XXXIII Partnership, L.P., its general partner

			By:	/s/ Winston W. Hutchins
				Name: Winston W. Hutchins
				Title: General Partner

			FLC XXXII Partnership, L.P., its general partner

			By:	/s/ Winston W. Hutchins
				Name: Winston W. Hutchins
				Title: General Partner

			FLC XXXIII Partnership, L.P., its general partner

			By:	/s/ Winston W. Hutchins
				Name: Winston W. Hutchins
				Title: General Partner

			Theodore J. Forstmann

				/s/ Theodore J. Forstmann
				Name:Theodore J. Forstmann

			Winston W. Hutchins

				/s/ Winston W. Hutchins
				Name: Winston W. Hutchins