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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, DC 20549 |
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Bridgepoint Education, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
10807M105
(CUSIP Number)
December 31, 2017
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o |
Rule 13d-1(b) |
o |
Rule 13d-1(c) |
x |
Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 10807M105 |
13G/A |
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Name of Reporting Persons | |||||
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Check the Appropriate Box if a Member of a Group | |||||
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(a) |
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(b) |
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3 |
SEC Use Only | |||||
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4 |
Citizenship or Place of Organization | |||||
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Number of |
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Sole Voting Power | |||||
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Shared Voting Power | ||||||
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Sole Dispositive Power | ||||||
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Shared Dispositive Power | ||||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||||
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11 |
Percent of Class Represented by Amount in Row 9 | |||||
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12 |
Type of Reporting Person | |||||
CUSIP No. 10807M105 |
13G/A |
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1 |
Name of Reporting Persons | |||||
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Check the Appropriate Box if a Member of a Group | |||||
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(a) |
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(b) |
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3 |
SEC Use Only | |||||
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4 |
Citizenship or Place of Organization | |||||
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Number of |
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Sole Voting Power | |||||
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Shared Voting Power | ||||||
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Sole Dispositive Power | ||||||
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8 |
Shared Dispositive Power | ||||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||||
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11 |
Percent of Class Represented by Amount in Row 9 | |||||
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12 |
Type of Reporting Person | |||||
CUSIP No. 10807M105 |
13G/A |
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1 |
Name of Reporting Persons | |||||
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Check the Appropriate Box if a Member of a Group | |||||
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(a) |
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(b) |
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3 |
SEC Use Only | |||||
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4 |
Citizenship or Place of Organization | |||||
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Number of |
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Sole Voting Power | |||||
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Shared Voting Power | ||||||
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Sole Dispositive Power | ||||||
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8 |
Shared Dispositive Power | ||||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||||
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11 |
Percent of Class Represented by Amount in Row 9 | |||||
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12 |
Type of Reporting Person | |||||
CUSIP No. 10807M105 |
13G/A |
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1 |
Name of Reporting Persons | |||||
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Check the Appropriate Box if a Member of a Group | |||||
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(a) |
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(b) |
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3 |
SEC Use Only | |||||
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4 |
Citizenship or Place of Organization | |||||
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Number of |
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Sole Voting Power | |||||
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Shared Voting Power | ||||||
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Sole Dispositive Power | ||||||
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8 |
Shared Dispositive Power | ||||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||||
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11 |
Percent of Class Represented by Amount in Row 9 | |||||
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12 |
Type of Reporting Person | |||||
CUSIP No. 10807M105 |
13G/A |
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1 |
Name of Reporting Persons | |||||
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2 |
Check the Appropriate Box if a Member of a Group | |||||
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(a) |
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(b) |
x | ||||
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3 |
SEC Use Only | |||||
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4 |
Citizenship or Place of Organization | |||||
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Number of |
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Sole Voting Power | |||||
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Shared Voting Power | ||||||
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Sole Dispositive Power | ||||||
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Shared Dispositive Power | ||||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||||
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11 |
Percent of Class Represented by Amount in Row 9 | |||||
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12 |
Type of Reporting Person | |||||
CUSIP No. 10807M105 |
13G/A |
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1 |
Name of Reporting Persons | |||||
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2 |
Check the Appropriate Box if a Member of a Group | |||||
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(a) |
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(b) |
x | ||||
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3 |
SEC Use Only | |||||
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4 |
Citizenship or Place of Organization | |||||
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Number of |
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Sole Voting Power | |||||
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Shared Voting Power | ||||||
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Sole Dispositive Power | ||||||
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8 |
Shared Dispositive Power | ||||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||||
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11 |
Percent of Class Represented by Amount in Row 9 | |||||
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12 |
Type of Reporting Person | |||||
CUSIP No. 10807M105 |
13G/A |
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1 |
Name of Reporting Persons | |||||
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2 |
Check the Appropriate Box if a Member of a Group | |||||
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(a) |
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(b) |
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3 |
SEC Use Only | |||||
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4 |
Citizenship or Place of Organization | |||||
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Number of |
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Sole Voting Power | |||||
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Shared Voting Power | ||||||
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7 |
Sole Dispositive Power | ||||||
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8 |
Shared Dispositive Power | ||||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||||
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11 |
Percent of Class Represented by Amount in Row 9 | |||||
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Type of Reporting Person | |||||
SCHEDULE 13G/A
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Item 1(a) |
Name of Issuer. | ||
Item 1(b) |
Address of Issuers Principal Executive Offices. | ||
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Item 2(a) |
Name of Person Filing. | ||
Item 2(b) |
Address of Principal Business Office. | ||
Item 2(c) |
Citizenship. | ||
Item 2(d) |
Title of Class of Securities. | ||
Item 2(e) |
CUSIP Number. | ||
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Item 3 |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | ||
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x |
Not Applicable |
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(a) |
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
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(b) |
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
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(c) |
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
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(d) |
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8); |
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(e) |
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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(f) |
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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(g) |
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
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(h) |
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
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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); |
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(j) |
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A non-U.S. institution in accordance with § 240.13d1(b)(1)(ii)(J); |
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(k) |
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Group, in accordance with § 240.13d1(b)(1)(ii)(K). |
Item 4 |
Ownership. |
The information required by Items 4(a)-(c) is set forth in Rows 5-11 of the cover page of this Schedule 13G for each Warburg Pincus Reporting Person and is incorporated herein by reference for each such Warburg Pincus Reporting Person. | |
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Item 5 |
Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the Warburg Pincus Reporting Person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following x. | |
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Item 6 |
Ownership of More than Five Percent on Behalf of Another Person. |
Other than as set forth herein, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, in excess of 5% of the total outstanding Common Stock. | |
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Item 7 |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Not applicable. | |
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Item 8 |
Identification and Classification of Members of the Group. |
The Warburg Pincus Reporting Persons are making this single, joint filing because they may be deemed to constitute a group within the meaning of Section 13(d)(3) of the Securities and Exchange Act of 1934, as amended. The joint filing agreement among the Warburg Pincus Reporting Persons to file this Schedule 13G jointly in accordance with Rule 13d-1(k) of the Exchange Act is attached hereto as Exhibit 99.1. Each Warburg Pincus Reporting Person expressly disclaims beneficial ownership of all the shares of Common Stock, except to the extent of any pecuniary interest therein. | |
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Item 9 |
Notice of Dissolution of Group. |
Not applicable. |
Item 10 Certification.
Not applicable.
SIGNATURES
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.
Dated: February 8, 2018 |
WARBURG PINCUS PRIVATE EQUITY VIII, L.P. | |||
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By: |
Warburg Pincus Partners, L.P., | |
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its General Partner | |
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By: |
Warburg Pincus Partners GP LLC, | |
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its General Partner | |
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By: |
Warburg Pincus & Co., | |
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its Managing Member | |
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By: |
/s/ Robert B. Knauss | ||
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Name: Robert B. Knauss | |||
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Title: Partner | |||
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Dated: February 8, 2018 |
WARBURG PINCUS PARTNERS, L.P. | |||
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By: |
Warburg Pincus Partners GP LLC, | |
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its General Partner | |
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By: |
Warburg Pincus & Co., | |
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its Managing Member | |
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By: |
/s/ Robert B. Knauss | ||
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Name: Robert B. Knauss | |||
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Title: Partner | |||
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Dated: February 8, 2018 |
WARBURG PINCUS PARTNERS GP LLC | |||
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By: |
Warburg Pincus & Co., | |
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its Managing Member | |
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By: |
/s/ Robert B. Knauss | ||
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Name: Robert B. Knauss | |||
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Title: Partner | |||
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Dated: February 8, 2018 |
WARBURG PINCUS & CO. | |||
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By: |
/s/ Robert B. Knauss | ||
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Name: Robert B. Knauss | |||
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Title: Partner | |||
Dated: February 8, 2018 |
WARBURG PINCUS LLC | |||
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By: |
/s/ Robert B. Knauss | ||
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Name: Robert B. Knauss | |||
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Title: Managing Director | |||
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Dated: February 8, 2018 |
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By: |
/s/ Robert B. Knauss | ||
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Name: Charles R. Kaye | |||
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By: Robert B. Knauss, Attorney-in-Fact* | |||
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Dated: February 8, 2018 |
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By: |
/s/ Robert B. Knauss | ||
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Name: Joseph P. Landy | |||
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By: Robert B. Knauss, Attorney-in-Fact* | |||
* The Power of Attorney given by each of Warburg Pincus & Co., Mr. Kaye and Mr. Landy was previously filed with the U.S. Securities and Exchange Commission on July 12, 2016 as an exhibit to a beneficial ownership report on Schedule 13D filed by Warburg Pincus LLC with respect to WEX Inc. and is hereby incorporated by reference.
Exhibit 99.1
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)(1)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing an additional joint filing agreement. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate. This joint filing agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.
Dated: February 8, 2018
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WARBURG PINCUS PRIVATE EQUITY VIII, L.P. | |
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By: Warburg Pincus Partners, L.P., its General Partner | |
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By: Warburg Pincus Partners GP LLC, its General Partner | |
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By: Warburg Pincus & Co., its Managing Member | |
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By: |
/s/ Robert B. Knauss |
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Name: Robert B. Knauss | |
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Title: Partner | |
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WARBURG PINCUS PARTNERS, L.P. | |
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By: Warburg Pincus Partners GP LLC, its General Partner | |
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By: Warburg Pincus & Co., its Managing Member | |
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By: |
/s/ Robert B. Knauss |
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Name: Robert B. Knauss | |
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Title: Partner | |
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WARBURG PINCUS PARTNERS GP LLC | |
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By: Warburg Pincus & Co., its Managing Member | |
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By: |
/s/ Robert B. Knauss |
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Name: Robert B. Knauss | |
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Title: Partner | |
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WARBURG PINCUS & CO. | |
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By: |
/s/ Robert B. Knauss |
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Name: Robert B. Knauss | |
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Title: Partner | |
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WARBURG PINCUS LLC | |
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By: |
/s/ Robert B. Knauss |
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Name: Robert B. Knauss | |
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Title: Managing Director |
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CHARLES R. KAYE | |
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By: |
/s/ Robert B. Knauss |
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Name: Robert B. Knauss | |
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Title: Attorney-in-Fact* | |
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JOSEPH P. LANDY | |
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By: |
/s/ Robert B. Knauss |
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Name: Robert B. Knauss | |
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Title: Attorney-in-Fact* |
* The Power of Attorney given by each of Mr. Kaye and Mr. Landy was previously filed with the U.S. Securities and Exchange Commission on July 12, 2016 as an exhibit to a beneficial ownership report on Schedule 13D filed by Warburg Pincus LLC with respect to WEX Inc. and is hereby incorporated by reference.