-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FSR/YFvJ+zNXrD3Cy8HWcWGNnPv6D7RH46J79xU7f8CWr+nAnE/Wrr1E3iyujdHA 8bF6pwg9tfA9Yd10mn0h1A== 0000899140-09-000770.txt : 20090416 0000899140-09-000770.hdr.sgml : 20090416 20090416152958 ACCESSION NUMBER: 0000899140-09-000770 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090414 FILED AS OF DATE: 20090416 DATE AS OF CHANGE: 20090416 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sarma Adarsh CENTRAL INDEX KEY: 0001407953 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34272 FILM NUMBER: 09753684 MAIL ADDRESS: STREET 1: 4900 STREET 2: WEST BROWN DEER ROAD CITY: MILWAUKEE STATE: WI ZIP: 53223 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Bridgepoint Education Inc CENTRAL INDEX KEY: 0001305323 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 593551629 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 13500 EVENING CREEK DR. #600 CITY: SAN DIEGO STATE: CA ZIP: 92128 BUSINESS PHONE: 858-668-2586 MAIL ADDRESS: STREET 1: 13500 EVENING CREEK DR. #600 CITY: SAN DIEGO STATE: CA ZIP: 92128 4 1 sarma_bpi4-041609ex.xml X0303 4 2009-04-14 0 0001305323 Bridgepoint Education Inc BPI 0001407953 Sarma Adarsh C/O WARBURG PINCUS LLC 466 LEXINGTON AVENUE NEW YORK NY 10017 1 0 0 0 Common Stock 2009-01-02 4 C 0 504342 A 504342 I See Footnote Common Stock 2009-01-02 4 J 0 504342 D 0 I See Footnote Series A Convertible Preferred Stock 2009-01-02 4 C 0 49473.38 0 D Common Stock 504342 19283526.62 I See Footnote Stock Option (right to buy) 10.5 2009-04-14 4 A 0 7334 0 A 2010-04-14 2019-04-14 Common Stock 7334 7334 D See Exhibit 99.1, Note 1. See Exhibit 99.1, Note 2. /s/ Adarsh Sarma 2009-04-16 EX-99 2 s4815289.txt EXHIBIT 99.1 EXPLANATION OF RESPONSES Exhibit 99.1 - Explanation of Responses (1) Warburg Pincus Private Equity VIII, L.P., a Delaware limited partnership ("WP VIII"), converted 49,473.38 shares of Series A Convertible Preferred Stock on January 2, 2009, at a fixed initial conversion rate of 10.194210419 shares of Common Stock per share of Series A Convertible Preferred Stock, resulting in the issuance to WP VIII of 504,342 shares of Common Stock. On the same day, WP VIII transferred all 504,342 shares of Common Stock to Ryan Craig, a director of the issuer, which shares were earned as compensation for past services rendered as a WP VIII representative to the issuer's board of directors and as an independent consultant to the issuer. The issuer's Series A Convertible Preferred Stock was convertible into shares of Common Stock at any time and had no expiration date. (2) Adarsh Sarma is a Managing Director and Member of Warburg Pincus LLC, a New York limited liability company ("WP LLC"), and was appointed to the issuer's Board of Directors in July 2005. Warburg Pincus & Co., a New York general partnership ("WP"), is the managing member of Warburg Pincus Partners, LLC, a New York limited liability company ("WP Partners"), the general partner of WP VIII. WP VIII is managed by WP LLC. As a result, Mr. Sarma may be deemed to have an indirect pecuniary interest (within the meaning of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) in an indeterminate portion of the securities that may be deemed to be beneficially owned by WP VIII, WP Partners, WP and WP LLC (collectively, the "Warburg Pincus Entities"). As of the date hereof, WP VIII may be deemed to beneficially own, in the aggregate, 43,684,517 shares of Common Stock issuable upon conversion of its 19,283,526.62 shares of Series A Preferred Stock. Mr. Sarma disclaims beneficial ownership of all securities that may be deemed to be beneficially owned by the Warburg Pincus Entities, except to the extent of any indirect pecuniary interest therein. This Form 4 shall not be deemed an admission that Mr. Sarma or any other person referred to herein is a beneficial owner of any securities for purposes of Section 16 of the Exchange Act or for any other purpose. -----END PRIVACY-ENHANCED MESSAGE-----