SEC FORM 3

SEC Form 3

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^*

MILKEN LOWELL J

(Last)

(First)

(Middle)

1250 FOURTH STREET

(Street)

SANTA MONICA

90401

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/12/2007

3. Issuer Name and Ticker or Trading Symbol
K12 INC [ LRN ]

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

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		X(1)(2)(6)(7) (10)(12)

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

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

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

Table I - Non-Derivative Securities Beneficially Owned
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	692	I⁽¹⁾⁽¹²⁾	Hampstead Associates, L.L.C.
Common Stock	609,171	I⁽²⁾⁽¹²⁾	Learning Group Partners

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock Option (right to buy)	⁽³⁾	⁽⁴⁾	Common Stock	4,901	$6.83	D
Stock Option (right to buy)	⁽³⁾	⁽⁴⁾	Common Stock	9,803	$6.83	D
Stock Option (right to buy)	⁽³⁾	⁽⁴⁾	Common Stock	9,803	$6.83	D
Stock Option (right to buy)	⁽³⁾	⁽⁴⁾	Common Stock	7,355	$6.83	D
Stock Option (right to buy)	⁽³⁾	⁽⁴⁾	Common Stock	4,903	$7.65	D
Stock Option (right to buy)	⁽³⁾	⁽⁴⁾	Common Stock	2,451	$9.18	D
Common Stock Warrants (right to buy)	⁽³⁾	⁽⁵⁾	Common Stock	2,497	$8.16	I⁽⁶⁾⁽¹²⁾	Cornerstone Financial Group LLC
Common Stock Warrants (right to buy)	⁽³⁾	⁽⁵⁾	Common Stock	7,965	$8.16	I⁽⁷⁾⁽¹²⁾	Knowledge Universe Learning Group LLC
Series B Preferred Stock Warrants (right to buy)	⁽³⁾	⁽⁸⁾	Series B Convertible Preferred Stock	582,089.5	$1.34	I⁽⁶⁾⁽¹²⁾	Cornerstone Financial Group LLC
Series B Convertible Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	830	⁽⁹⁾	I⁽¹⁾⁽¹²⁾	Hampstead Associates, L.L.C.
Series B Convertible Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	753,846	⁽⁹⁾	I⁽¹⁰⁾⁽¹²⁾	Learning Group LLC
Series C Convertible Preferred Stock	⁽¹¹⁾	⁽¹¹⁾	Common Stock	3,911,237	⁽¹¹⁾	I⁽¹⁰⁾⁽¹²⁾	Learning Group LLC

1. Name and Address of Reporting Person^*

MILKEN LOWELL J

(Last)

(First)

(Middle)

1250 FOURTH STREET

(Street)

SANTA MONICA

90401

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		X(1)(2)(6)(7) (10)(12)

1. Name and Address of Reporting Person^*

HAMPSTEAD ASSOCIATES LLC

(Last)

(First)

(Middle)

1250 FOURTH STREET

(Street)

SANTA MONICA

90401

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		X(1)(12)

1. Name and Address of Reporting Person^*

RIDGEVIEW ASSOCIATES LLC

(Last)

(First)

(Middle)

1250 FOURTH STREET

(Street)

SANTA MONICA

90401

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		X(1)(12)

1. Name and Address of Reporting Person^*

CORNERSTONE FINANCIAL GROUP LLC

(Last)

(First)

(Middle)

1250 FOURTH STREET

(Street)

SANTA MONICA

90401

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		X(6)(12)

1. Name and Address of Reporting Person^*

KNOWLEDGE UNIVERSE LEARNING GROUP LLC

(Last)

(First)

(Middle)

1250 FOURTH STREET

(Street)

SANTA MONICA

90401

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		X(7)(12)

1. Name and Address of Reporting Person^*

LEARNING GROUP LLC

(Last)

(First)

(Middle)

1250 FOURTH STREET

(Street)

SANTA MONICA

90401

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		X(10)(12)

1. Name and Address of Reporting Person^*

LEARNING GROUP PARTNERS

(Last)

(First)

(Middle)

1250 FOURTH STREET

(Street)

SANTA MONICA

90401

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		X(2)(12)

Explanation of Responses:

1. The shares of common stock and shares of Series B Convertible Preferred Stock ("Series B shares") of the Issuer are held of record by Hampstead Associates, L.L.C., a Delaware limited liability company ("Hampstead"). Ridgeview Associates, LLC, a California limited liability company ("Ridgeview"), is the manager and a member of Hampstead, and in such capacities may be deemed to have the power to direct the voting and disposition of, and to share beneficial ownership of, any securities owned of record by Hampstead. Lowell J. Milken may be deemed to be a controlling person of Ridgeview and in such capacity may be deemed to have the power to direct the voting and disposition of, and to share beneficial ownership of, any securities beneficially owned by Ridgeview, but disclaims such beneficial ownership except to the extent of his pecuniary interest therein.

2. The shares of common stock of the Issuer are held of record by Learning Group Partners, a California general partnership ("Learning Group Partners"). Lowell J. Milken may be deemed to be a controlling person of Learning Group Partners and in such capacity may be deemed to have the power to direct the voting and disposition of, and to share beneficial ownership of, any securities owned of record by Learning Group Partners, but disclaims such beneficial ownership except to the extent of his pecuniary interest therein.

3. The options to purchase common stock ("stock options"), warrants to purchase common stock ("common stock warrants"), and warrants to purchase shares of Series B Convertible Preferred Stock ("Series B warrants") of the Issuer are immediately exercisable by the holders thereof.

4. The stock options will expire ninety days after the expiration of any "lock-up" period applicable to the Issuer's initial public offering.

5. The common stock warrants will expire two years after the closing date of the Issuer's initial public offering.

6. The common stock warrants and Series B warrants are held of record by Cornerstone Financial Group LLC, a California limited liability company ("Cornerstone"). Lowell J. Milken may be deemed to be a controlling person of Cornerstone and in such capacity may be deemed to have the power to direct the voting and disposition of, and to share beneficial ownership of, any securities owned of record by Cornerstone, but disclaims such beneficial ownership except to the extent of his pecuniary interest therein. Effective upon the closing of the Issuer's initial public offering the Series B warrants automatically will become warrants to purchase that number of shares of common stock of the Issuer equal to the number of Series B shares reported in Column 3 divided by 5.1.

7. The common stock warrants are held of record by Knowledge Universe Learning Group LLC, a Delaware limited liability company ("KULG"). Lowell J. Milken may be deemed to be a controlling person of KULG and in such capacity may be deemed to have the power to direct the voting and disposition of, and to share beneficial ownership of, any securities owned of record by KULG, but disclaims such beneficial ownership except to the extent of his pecuniary interest therein.

8. The Series B warrants will expire on April 8, 2008.

9. Upon the closing of the Issuer's initial public offering, the Series B shares will be automatically converted into that number of shares of common stock of the Issuer reported in Column 3. The Series B shares have no expiration date.

10. The Series B shares and the shares of Series C Convertible Preferred Stock ("Series C shares") of the Issuer are held of record by Learning Group LLC, a Delaware limited liability company ("Learning Group"). Lowell J. Milken may be deemed to be a controlling person of Learning Group and in such capacity may be deemed to have the power to direct the voting and disposition of, and to share beneficial ownership of, any securities owned of record by Learning Group, but disclaims such beneficial ownership except to the extent of his pecuniary interest therein.

11. Upon the closing of the Issuer's initial public offering, the Series C shares will be automatically converted into that number of shares of common stock of the Issuer reported in Column 3. The Series C shares have no expiration date.

12. The Reporting Persons may be deemed to be a group, and also may be deemed to be a group with Michael R. Milken and other entities which are controlled, directly or indirectly, by Michael R. Milken. The Reporting Persons disclaim such group membership. The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, or otherwise, a Reporting Person is the beneficial owner of equity securities covered by this statement or any other statement that are beneficially owned, directly or indirectly, by any other person.

	/s/ Lowell J. Milken, an individual	12/12/2007
	/s/ Stanley E. Maron, Secretary of Hampstead Associates, L.L.C.	12/12/2007
	/s/ Stanley E. Maron, Secretary of Ridgeview Associates, LLC	12/12/2007
	/s/ Stanley E. Maron, Secretary of Cornerstone Financial Group LLC	12/12/2007
	/s/ Stanley E. Maron, Secretary of Knowledge Universe Learning Group LLC	12/12/2007
	/s/ Stanley E. Maron, Secretary of Learning Group LLC	12/12/2007
	/s/ Stanley E. Maron, Secretary of Learning Group Partners	12/12/2007
	** 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).
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