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 |
|
|||||||||||||||
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)
|
2. Issuer Name and Ticker or Trading Symbol
CAPELLA EDUCATION CO [ CPLA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 11/28/2006 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 11/28/2006 | P | 300 | A | $25.03 | 52,526 | I | See footnote(1) | ||
Common Stock | 11/28/2006 | P | 200 | A | $25.07 | 52,726 | I | See footnote(1) | ||
Common Stock | 11/29/2006 | P | 900 | A | $25.21 | 53,626 | I | See footnote(1) | ||
Common Stock | 11/29/2006 | P | 1,100 | A | $25.22 | 54,726 | I | See footnote(1) | ||
Common Stock | 11/29/2006 | P | 300 | A | $25.24 | 55,026 | I | See footnote(1) | ||
Common Stock | 11/29/2006 | P | 500 | A | $25.25 | 55,526 | I | See footnote(1) | ||
Common Stock | 11/29/2006 | P | 100 | A | $25.26 | 55,262 | I | See footnote(1) | ||
Common Stock | 11/29/2006 | P | 110 | A | $25.29 | 55,736 | I | See footnote(1) | ||
Common Stock | 10,485 | D | ||||||||
Common Stock | 850,000 | I | See footnote(2) | |||||||
Common Stock | 272,222 | I | See footnote(3) | |||||||
Common Stock | 146,018 | I | See footnote(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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. Reported securities are owned directly by Salmon River Capital II, L.P. ("SRC-II"). The general partner of SRC-II is Salmon River Capital GP, LLC ("SRCGP"), and the reporting person is the sole member of SRCGP. Accordingly, the reporting person has voting and investment powers with respect to the shares beneficially owned by SRC-II. The reporting person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
2. Reported securities are owned directly by Insight-Salmon River LLC ("ISR"). The managing member of ISR is Salmon River Capital LLC ("SRC"), which generally controls the voting power over the shares held by ISR, but has shared voting power over such shares with respect to certain matters as well as shared investment power over such shares. The reporting person, S. Joshua Lewis, is the managing member of SRC. Accordingly, the reporting person shares voting and investment powers with respect to the shares beneficially owned by ISR. The reporting person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
3. Reported securities are owned directly by Salmon River Capital I LLC ("SRC-I"). The managing member of SRC-I is SRC, and the reporting person is the managing member of SRC. The reporting person has voting and investment powers with respect to the shares beneficially owned by SRC-I. The reporting person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
4. Reported securities are owned directly by Salmon River CIP LLC ("SRC-CIP"). The managing member of SRC-CIP is SRC, and the reporting person is the managing member of SRC. The reporting person has voting and investment powers with respect to the shares beneficially owned by SRC-CIP. The reporting person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
Remarks: |
/s/ Julie M. Regnier, Attorney-in-Fact for S. Joshua Lewis | 11/30/2006 | |
** 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 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. |