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^*

BENJAMIN ARTHUR

(Last)

(First)

(Middle)

2305 PRESIDENTS DRIVE

(Street)

SALT LAKE CITY

84120

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ECOLLEGE COM [ ECLG ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP ECLG/Chair & CEO Datamark

3. Date of Earliest Transaction (Month/Day/Year)
09/13/2004

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)

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)
Stock Appreciation Right	$9.72	09/13/2004		A		15,000		⁽¹⁾	09/13/2009	Common	15,000	$0	15,000	D
Stock Appreciation Right	$10.7	09/13/2004		A		15,000		⁽¹⁾	09/13/2009	Common	15,000	$0	15,000	D
Stock Appreciation Right	$11.77	09/13/2004		A		15,000		⁽¹⁾	09/13/2009	Common	15,000	$0	15,000	D
Stock Appreciation Right	$12.94	09/13/2004		A		15,000		⁽¹⁾	09/13/2009	Common	15,000	$0	15,000	D
Stock Appreciation Right	$14.24	09/13/2004		A		15,000		⁽¹⁾	09/13/2009	Common	15,000	$0	15,000	D

Explanation of Responses:

1. The stock appreciation rights are exercisable on September 13, 2009. At such time, the reporting person will be entitled to receive a distribution of shares of common stock with a value calculated by dividing (x) the aggregate dollar difference between (A) the average fair market value per share of common stock for the three month period preceding the exercise date (the "Performance Price") and (B) the base price per stock appreciation right, by (y) the Performance Price. The reporting person may elect to receive 10% of his or her distribution on each of September 13, 2007 and September 13, 2008. Subject to vesting provisions, the distribution will accelerate upon the occurrence of a change in control.

	Arthur E. Benjamin	09/13/2004
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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