| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
K12 INC [ LRN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/12/2007 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 12/12/2007 | C | 773,755 | A | (1) | 773,755 | I | By CVC(2) | ||
| Common Stock | 12/12/2007 | C | 365,808 | A | (1) | 1,139,563 | I | By Offshore(2) | ||
| Common Stock | 12/12/2007 | C | 306,543 | A | (1) | 1,446,106 | I | By BSC(2) | ||
| Common Stock | 12/12/2007 | C | 17,166 | A | (1) | 1,463,272 | I | By CVCP(2) | ||
| Common Stock | 12/12/2007 | C | 1,034,100 | A | (1) | 2,497,372 | I | By CVC(2) | ||
| Common Stock | 12/12/2007 | C | 488,891 | A | (1) | 2,986,263 | I | By Offshore(2) | ||
| Common Stock | 12/12/2007 | C | 409,685 | A | (1) | 3,395,948 | I | By BSC(2) | ||
| Common Stock | 12/12/2007 | C | 22,942 | A | (1) | 3,418,890 | I | By CVCP(2) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series B Convertible Preferred Stock | (1) | 12/12/2007 | C | 3,946,150 | (1) | (1) | Common Stock | 773,755 | $0 | 0 | I | By CVC(2) | |||
| Series B Convertible Preferred Stock | (1) | 12/12/2007 | C | 1,865,619 | (1) | (1) | Common Stock | 365,808 | $0 | 0 | I | By Offshore(2) | |||
| Series B Convertible Preferred Stock | (1) | 12/12/2007 | C | 1,563,369 | (1) | (1) | Common Stock | 306,543 | $0 | 0 | I | By BSC(2) | |||
| Series B Convertible Preferred Stock | (1) | 12/12/2007 | C | 87,549 | (1) | (1) | Common Stock | 17,166 | $0 | 0 | I | By CVCP(2) | |||
| Series C Convertible Preferred Stock | (1) | 12/12/2007 | C | 5,273,911 | (1) | (1) | Common Stock | 1,034,100 | $0 | 0 | I | By CVC(2) | |||
| Series C Convertible Preferred Stock | (1) | 12/12/2007 | C | 2,493,345 | (1) | (1) | Common Stock | 488,891 | $0 | 0 | I | By Offshore(2) | |||
| Series C Convertible Preferred Stock | (1) | 12/12/2007 | C | 2,089,394 | (1) | (1) | Common Stock | 409,685 | $0 | 0 | I | By BSC(2) | |||
| Series C Convertible Preferred Stock | (1) | 12/12/2007 | C | 117,005 | (1) | (1) | Common Stock | 22,942 | $0 | 0 | I | By CVCP(2) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The convertible preferred stock was convertible at any time and had no expiration date. It was converted automatically immediately prior to the Issuer's initial public offering. Each 5.1 shares of preferred stock converted into one share of Common Stock. |
| 2. The Bear Stearns Companies, Inc. ("BSCI") is the sole managing member of Constellation Ventures Management II, LLC ("Management") and is the parent company of Bear Stearns Asset Management Inc. ("BSAM"). Mr. Clifford H. Friedman is a member of Management and a senior managing director of BSAM. Management is the sole managing general partner of The BSC Employee Fund VI, L.P. ("BSC"), the sole general partner of Constellation Venture Capital II, L.P. ("CVC") and the sole general partner of Constellation Venture Capital Offshore II, L.P. ("Offshore"). BSAM is the sole managing member of CVC II Partners, LLC ("CVCP") and is the investment adviser to BSC, CVC, Offshore and CVCP. Each Reporting Person disclaims beneficial ownership of any securities that exceed its pecuniary interest in the securities held by these entities. |
| Remarks: |
| /s/ Clifford H. Friedman, as Member of Constellation Ventures Management II, LLC, the General Partner of The BSC Employee Fund VI, L.P. | 12/12/2007 | |
| /s/ Clifford H. Friedman, as Member of Constellation Ventures Management II, LLC, the General Partner of Constellation Venture Capital II, L.P. | 12/12/2007 | |
| /s/ Clifford H. Friedman, as Senior Managing Director of Bear Stearns Asset Management Inc., the Managing Member of CVC II Partners, L.L.C. | 12/12/2007 | |
| /s/ Clifford H. Friedman, as Member of Constellation Ventures Management II, LLC, the General Partner of Constellation Venture Capital Offshore II, L.P. | 12/12/2007 | |
| /s/ Kenneth L. Edlow, as Secretary of The Bear Stearns Companies Inc. | 12/12/2007 | |
| /s/ Clifford H. Friedman, as Member of Constellation Ventures Management II, LLC | 12/12/2007 | |
| /s/ Clifford H. Friedman, as Senior Managing Director of Bear Stearns Asset Management Inc. | 12/12/2007 | |
| /s/ Clifford H. Friedman | 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 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. | ||
| 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. | ||