SC 13G 1 d871797dsc13g.htm SC 13G SC 13G

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

 

K12 Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

48273U102

(CUSIP Number)

December 31, 2014

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x Rule 13d-1(b)

¨ Rule 13d-1(c)

¨ Rule 13d-1(d)

 

 

 


13G

 

CUSIP No. 48273U102   Page 2 of 17

 

  1   

NAME OF REPORTING PERSONS

 

Highland Global Allocation Fund

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Massachusetts

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

1,922,525**

    6    

SHARED VOTING POWER

 

0

    7    

SOLE DISPOSITIVE POWER

 

1,922,525**

    8    

SHARED DISPOSITIVE POWER

 

0

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,922,525**

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*      ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

5.0%**

12  

TYPE OF REPORTING PERSON*

 

IV, OO

 

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4.


13G

 

CUSIP No. 48273U102   Page 3 of 17

 

  1   

NAME OF REPORTING PERSONS

 

Highland Capital Management Fund Advisors, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

0

    6    

SHARED VOTING POWER

 

1,922,525**

    7    

SOLE DISPOSITIVE POWER

 

0

    8    

SHARED DISPOSITIVE POWER

 

1,922,525**

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,922,525**

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*      ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

5.0%**

12  

TYPE OF REPORTING PERSON*

 

IA, PN

 

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4.


13G

 

CUSIP No. 48273U102   Page 4 of 17

 

  1   

NAME OF REPORTING PERSONS

 

Strand Advisors XVI, Inc.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

0

    6    

SHARED VOTING POWER

 

1,922,525**

    7    

SOLE DISPOSITIVE POWER

 

0

    8    

SHARED DISPOSITIVE POWER

 

1,922,525**

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,922,525**

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*      ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

5.0%**

12  

TYPE OF REPORTING PERSON*

 

HC, CO

 

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4.


13G

 

CUSIP No. 48273U102   Page 5 of 17

 

  1   

NAME OF REPORTING PERSONS

 

NexPoint Credit Strategies Fund

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

1,477,468**

    6    

SHARED VOTING POWER

 

0

    7    

SOLE DISPOSITIVE POWER

 

1,477,468**

    8    

SHARED DISPOSITIVE POWER

 

0

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,477,468**

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*      ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

3.9%**

12  

TYPE OF REPORTING PERSON*

 

IV, OO

 

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4.


13G

 

CUSIP No. 48273U102   Page 6 of 17

 

  1   

NAME OF REPORTING PERSONS

 

NexPoint Advisors, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

0

    6    

SHARED VOTING POWER

 

1,477,468**

    7    

SOLE DISPOSITIVE POWER

 

0

    8    

SHARED DISPOSITIVE POWER

 

1,477,468**

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,477,468**

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*      ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

3.9%**

12  

TYPE OF REPORTING PERSON*

 

IA, PN

 

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4.


13G

 

CUSIP No. 48273U102   Page 7 of 17

 

  1   

NAME OF REPORTING PERSONS

 

NexPoint Advisors GP, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

0

    6    

SHARED VOTING POWER

 

1,477,468**

    7    

SOLE DISPOSITIVE POWER

 

0

    8    

SHARED DISPOSITIVE POWER

 

1,477,468**

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,477,468**

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*      ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

3.9%**

12  

TYPE OF REPORTING PERSON*

 

HC, OO

 

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4.


13G

 

CUSIP No. 48273U102   Page 8 of 17

 

  1   

NAME OF REPORTING PERSONS

 

Highland Capital Management, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

0**

    6    

SHARED VOTING POWER

 

288,059**

    7    

SOLE DISPOSITIVE POWER

 

0**

    8    

SHARED DISPOSITIVE POWER

 

288,059**

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

288,059**

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*      ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.8%**

12  

TYPE OF REPORTING PERSON*

 

IA, PN

 

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4.


13G

 

CUSIP No. 48273U102   Page 9 of 17

 

  1   

NAME OF REPORTING PERSONS

 

Strand Advisors, Inc.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

0

    6    

SHARED VOTING POWER

 

288,059**

    7    

SOLE DISPOSITIVE POWER

 

0

    8    

SHARED DISPOSITIVE POWER

 

288,059**

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

288,059**

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*      ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.8%**

12  

TYPE OF REPORTING PERSON*

 

HC, CO

 

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4.


13G

 

CUSIP No. 48273U102   Page 10 of 17

 

  1   

NAME OF REPORTING PERSONS

 

James D. Dondero

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

0

    6    

SHARED VOTING POWER

 

3,688,052**

    7    

SOLE DISPOSITIVE POWER

 

0

    8    

SHARED DISPOSITIVE POWER

 

3,688,052**

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,688,052**

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*      ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

9.6%**

12  

TYPE OF REPORTING PERSON*

 

HC, IN

 

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4.


SCHEDULE 13G

This Schedule 13G (this “Schedule 13G”) is being filed on behalf of Highland Global Allocation Fund, a series of Highland Funds II, a Massachusetts business trust (the “Global Fund”), Highland Capital Management Fund Advisors, L.P., a Delaware limited partnership (“Highland Fund Advisors”), Strand Advisors XVI, Inc., a Delaware corporation (“Strand XVI”), NexPoint Credit Strategies Fund, a Delaware statutory trust (the “Credit Fund”), NexPoint Advisors, L.P., a Delaware limited partnership (“NexPoint”), NexPoint Advisors GP, LLC, a Delaware limited liability company (“NexPoint GP”), Highland Capital Management, L.P., a Delaware limited partnership (“Highland Capital”), Strand Advisors, Inc., a Delaware corporation (“Strand”), and James D. Dondero (collectively, the “Reporting Persons”).

Brad Ross is the President of Strand XVI, Ethan Powell is the President of NexPoint GP, and James D. Dondero is the President of Strand. Strand XVI is the general partner of Highland Fund Advisors. Highland Fund Advisors is the investment advisor to the Global Fund. NexPoint GP is the general partner of NexPoint. NexPoint is the investment advisor to the Credit Fund. Strand is the general partner of Highland Capital. Highland Capital serves, indirectly, as the general partner to a private fund (the “HCM Fund” and collectively with the Global Fund and the Credit Fund, the “Funds”). This Schedule 13G relates to the Common Stock, $0.0001 par value (the “Common Stock”), of K12 Inc., a Delaware corporation (the “Issuer”), held by the Funds.

 

Item 1(a) Name of Issuer.

K12 Inc.

 

Item 1(b) Address of Issuer’s Principal Executive Offices.

2300 Corporate Park Drive

Herndon, VA 20171

 

Item 2(a) Name of Person Filing.

 

  (1) Highland Global Allocation Fund
  (2) Highland Capital Management Fund Advisors, L.P.
  (3) Strand Advisors XVI, Inc.
  (4) NexPoint Credit Strategies Fund
  (5) NexPoint Advisors, L.P.
  (6) NexPoint Advisors GP, LLC
  (7) Highland Capital Management, L.P.
  (8) Strand Advisors, Inc.
  (9) James D. Dondero

 

Item 2(b) Address of Principal Business Office, or, if none, Residence.

For all Filers:

300 Crescent Court, Suite 700

Dallas, Texas 75201

 

11


Item 2(c) Citizenship or Place of Organization.

 

  (1) Highland Global Allocation Fund, a series of Highland Funds II, a Massachusetts business trust.
  (2) Highland Capital Management Fund Advisors, L.P. is a Delaware limited partnership.
  (3) Strand Advisors XVI, Inc. is a Delaware corporation.
  (4) NexPoint Credit Strategies Fund is a Delaware statutory trust
  (5) NexPoint Advisors, L.P. is a Delaware limited partnership
  (6) NexPoint Advisors GP, LLC is a Delaware limited liability company
  (7) Highland Capital Management, L.P. is a Delaware limited partnership
  (8) Strand Advisors, Inc. is a Delaware corporation
  (9) James D. Dondero is a United States citizen

 

Item 2(d) Title of Class of Securities.

Common Stock, $0.0001 par value

Item 2(e) CUSIP Number.

48273U102

 

Item 3 Reporting Person.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:

 

(a)    ¨    Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)    ¨    Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)    ¨    Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)    x    Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e)    x    An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E).
(f)    ¨    An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
(g)    x    A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

 

12


(h)    ¨    A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i)    ¨    A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
(j)    ¨    Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

Item 4 Ownership.

 

  (a) The Global Fund may be deemed the beneficial owner of 1,922,525 shares of Common Stock that it holds directly. Highland Fund Advisors, as the investment advisor to the Global Fund, and Strand XVI, as the general partner of Highland Fund Advisors, may be deemed the beneficial owners of the 1,922,525 shares of Common Stock held by the Global Fund.

The Credit Fund may be deemed the beneficial owner of 1,477,468 shares of Common Stock that it holds directly. NexPoint, as the investment advisor to the Credit Fund, and NexPoint GP, as the general partner of NexPoint, may be deemed the beneficial owners of the 1,477,468 shares of Common Stock held by the Credit Fund.

As the indirect general partner of the HCM Fund, Highland Capital and Strand, as the general partner of Highland Capital, may be deemed the beneficial owners of the 288,059 shares of Common Stock held by the HCM Fund.

Mr. Dondero may be deemed the beneficial owner of the 3,688,052 shares of Common Stock held by the Funds.

 

  (b) The Global Fund, Highland Fund Advisors and Strand XVI may be deemed the beneficial owners of 5.0% of the outstanding shares of Common Stock held by the Global Fund. This percentage was determined by dividing 1,922,525, the number of shares of Common Stock held directly by the Global Fund, by 38,289,434, which is the number of shares of Common Stock outstanding as of October 21, 2014 according to the Issuer’s Quarterly Report on Form 10-Q filed with the Securities Exchange Commission on October 30, 2014.

The Credit Fund, NexPoint and NexPoint GP may be deemed the beneficial owners of 3.9% of the outstanding shares of Common Stock held by the Credit Fund. This percentage was determined by dividing 1,477,468, the number of shares of Common Stock held directly by the Credit Fund, by 38,289,434, which is the number of shares of Common Stock outstanding as of October 21, 2014 according to the Issuer’s Quarterly Report on Form 10-Q filed with the Securities Exchange Commission on October 30, 2014.

 

13


Highland Capital and Strand may be deemed the beneficial owner of 0.8% of the outstanding Common Stock. This percentage was determined by dividing 288,059, the number of shares of Common Stock held directly by the HCM Fund, by 38,289,434, which is the number of shares of Common Stock outstanding as of October 21, 2014 according to the Issuer’s Quarterly Report on Form 10-Q filed with the Securities Exchange Commission on October 30, 2014.

Mr. Dondero may be deemed the beneficial owner of 9.6% of the outstanding Common Stock. This percentage was determined by dividing 3,688,052, the number of shares of Common Stock held directly by the Funds, by 38,289,434, which is the number of shares of Common Stock outstanding as of October 21, 2014 according to the Issuer’s Quarterly Report on Form 10-Q filed with the Securities Exchange Commission on October 30, 2014.

 

  (c) The Global Fund has the sole power to vote and dispose of the 1,922,525 shares of Common Stock that it holds directly. Highland Fund Advisors and Strand XVI have the shared power to vote and dispose of the 1,922,525 shares of Common Stock held by the Global Fund.

The Credit Fund has the sole power to vote and dispose of the 1,477,468 shares of Common Stock that it holds directly. NexPoint and NexPoint GP have the shared power to vote and dispose of the 1,477,468 shares of Common Stock held by the Credit Fund.

Highland Capital and Strand have the shared power to vote and dispose of the 288,059 shares of Common Stock held by the HCM Fund.

Mr. Dondero has the the shared power to vote and dispose of the 3,688,052 shares of Common Stock held by the Funds.

 

Item 5 Ownership of Five Percent or Less of a Class.

Inapplicable.

 

Item 6 Ownership of More Than Five Percent on Behalf of Another Person.

Inapplicable.

 

Item 7 Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.

Inapplicable.

 

Item 8 Identification and Classification of Members of the Group.

Inapplicable.

 

14


Item 9 Notice of Dissolution of Group.

Inapplicable.

 

Item 10 Certification.

By signing below each of the Reporting Persons certifies that, to the best of such person’s knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

Exhibits Exhibit 99-1

Joint Filing Agreement, dated February 13, 2015, by and among the Global Fund, Highland Fund Advisors, Strand XVI, the Credit Fund, NexPoint, NexPoint GP, Highland Capital, Strand and James D. Dondero.

 

15


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 13, 2015

 

HIGHLAND FUNDS II, on behalf of its series

Highland Global Allocation Fund

  By:   /s/ Dustin Norris
    Name: Dustin Norris
    Title: Assistant Treasurer

HIGHLAND CAPITAL MANAGEMENT FUND

ADVISORS, L.P.

By: Strand Advisors XVI, Inc., its general partner

  By:   /s/ Ethan Powell
    Name: Ethan Powell
    Title: Secretary

STRAND ADVISORS XVI, INC.

  By:   /s/ Ethan Powell
  Name: Ethan Powell
  Title: Secretary
NEXPOINT CREDIT STRATEGIES FUND
  By:   /s/ Ethan Powell
  Name: Ethan Powell
  Title: President

NEXPOINT ADVISORS, L.P.

By: NexPoint Advisors GP, LLC, its general

partner

  By:   /s/ Ethan Powell
    Name: Ethan Powell
    Title: President

 

16


NEXPOINT ADVISORS GP, LLC

  By:   /s/ Ethan Powell
  Name: Ethan Powell
  Title: President

HIGHLAND CAPITAL MANAGEMENT, L.P.

By: Strand Advisors, Inc., its general partner

  By:   /s/ James D. Dondero
    Name: James D. Dondero
    Title: President

STRAND ADVISORS, INC.

By:

  /s/ James D. Dondero

Name: James D. Dondero

Title: President

/s/ James D. Dondero

James D. Dondero

 

17