FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 11/09/2006 |
3. Issuer Name and Ticker or Trading Symbol
CAPELLA EDUCATION CO [ CPLA ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 2,170 | I | By ESOP |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Stock Option (right to buy) | (1) | 04/08/2011 | Common Stock | 71,932 | $14.25 | D | |
Stock Option (right to buy) | (1) | 04/08/2011 | Common Stock | 28,068 | $14.25 | D | |
Stock Option (right to buy) | (1) | 10/22/2013 | Common Stock | 10,325 | $11.92 | D | |
Stock Option (right to buy) | (2) | 10/22/2013 | Common Stock | 10,326 | $11.92 | D | |
Stock Option (right to buy) | (3) | 07/28/2014 | Common Stock | 7,069 | $17.72 | D | |
Stock Option (right to buy) | (4) | 07/28/2014 | Common Stock | 8,142 | $17.72 | D | |
Stock Option (right to buy) | (5) | 08/11/2015 | Common Stock | 10,786 | $20 | D | |
Stock Option (right to buy) | (6) | 08/11/2015 | Common Stock | 5,770 | $20 | D | |
Stock Option (right to buy) | (7) | 08/01/2013 | Common Stock | 18,086 | $20 | D | |
Class G Preferred Stock | (8) | (8) | Common Stock | 6,744 | (8) | D |
Explanation of Responses: |
1. Immediately. |
2. The option vests as to 5,162 shares on October 23, 2006 and the remaining 5,164 shares vest on October 23, 2007. |
3. The option vests as to 3,803 shares on July 28, 2005; 1,633 shares vest on July 28, 2006 and the remaining 1,633 shares vest on July 28, 2007. |
4. The option vests as to 2,170 shares on July 28, 2006; 2,170 shares vest on July 28, 2007 and the remaining 3,802 shares vest on July 28, 2008. |
5. The option vests as to 4,139 shares on August 12, 2006; 4,139 shares vest on August 12, 2007 and the remaining 2,508 shares vest on August 12, 2008. |
6. The option vests as to 1,631 shares on August 12, 2008 and the remaining 4,139 shares vest on August 12, 2009. |
7. The option vests as to 25% of the shares annually beginning on August 2, 2007. |
8. The Class G Preferred Stock is immediately convertible into Company common stock on a one-for-one basis and has no expiration date. The Class G Preferred Stock of the Company shall automatically convert into common stock of the Company upon the closing of the initial public offering. |
Remarks: |
Michael K. Coddington, Attorney-in-Fact for Paul A. Schroeder | 11/07/2006 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |