SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

NEW MOUNTAIN INVESTMENTS LP

(Last)

(First)

(Middle)

C/O STEVEN B KLINSKY

712 FIFTH AVE 23RD FL

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
STRAYER EDUCATION INC [ STRA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/29/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/29/2004		C		875,120⁽¹⁾	A	$26	1,642,120	I	See footnote⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock⁽³⁾	$26⁽⁴⁾	06/29/2004		C			875,120	⁽⁵⁾	⁽⁶⁾	Common Stock	875,120⁽⁷⁾	$26	0	I	See footnote⁽²⁾

Explanation of Responses:

1. On June 29, 2004, New Mountain Partners, L.P. ("New Mountain") converted all of its shares of Series A Convertible Preferred Stock of the Issuer ("Series A Preferred Stock") in accordance with Article 7 of the Articles Supplementary of the Issuer.

2. The Reporting Person is the General Partner of New Mountain.

3. The Series A Preferred Stock is subject to certain restrictions as set forth in the Articles Supplementary of the Issuer, the Shareholders' Agreement, dated as of March 16, 2001, by and between New Mountain and MidOcean Capital Investors, L.P. (as successor to DB Capital Investors, L.P.)("MidOcean"), the Letter Agreement, dated November 14, 2002, among the Issuer, New Mountain and MidOcean, the February 2004 Letter Agreement, dated February 3, 2004, among the Issuer, New Mountain and MidOcean, and the March 2004 Letter Agreement, dated March 9, 2004, among the Issuer, New Mountain, MidOcean and New Mountain Strayer Trust.

4. The conversion price of the Series A Preferred Stock is subject to antidilution and other adjustments.

5. The Series A Preferred Stock is immediately exercisable.

6. There is no expiration date for the Series A Preferred Stock.

7. The number of shares of Common Stock underlying the Series A Preferred Stock increases as dividends accumulate and compound on a daily basis.

	NEW MOUNTAIN INVESTMENTS, L.P., by its General Partner, New Mountain GP, LLC, Steven B. Klinsky, Member	06/29/2004
	** 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 4 (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).
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