4/A//SEC Filing
MILKEN LOWELL J 4/A
Accession 0001181431-11-006147
CIK 0001157408other
Filed
Jan 30, 7:00 PM ET
Accepted
Jan 31, 9:44 PM ET
Size
13.4 KB
Accession
0001181431-11-006147
Insider Transaction Report
Form 4/AAmended
K12 INCLRN
MILKEN MICHAEL R
Other
Transactions
- Conversion
Series A Special Stock, par value $0.0001
2011-01-27+2,750,000→ 2,750,000 totalFrom: 2011-01-27→ Common Stock (2,750,000 underlying)
Transactions
- Conversion
Series A Special Stock, par value $0.0001
2011-01-27+2,750,000→ 2,750,000 totalFrom: 2011-01-27→ Common Stock (2,750,000 underlying)
KCDL HOLDINGS LLC
Other
Transactions
- Conversion
Series A Special Stock, par value $0.0001
2011-01-27+2,750,000→ 2,750,000 totalFrom: 2011-01-27→ Common Stock (2,750,000 underlying)
MILKEN LOWELL J
Other
Transactions
- Conversion
Series A Special Stock, par value $0.0001
2011-01-27+2,750,000→ 2,750,000 totalFrom: 2011-01-27→ Common Stock (2,750,000 underlying)
Footnotes (7)
- [F1]The Series A Special Stock (the "Special Stock") represents a series of K12 Inc. (the "Issuer") Preferred Stock.
- [F2]The shares of Special Stock were issued to KCDL Holdings LLC ("KCDL") on July 23, 2010 pursuant to an Agreement and Plan of Merger, dated as of July 23, 2010, among the Issuer, Kayleigh Sub Two LLC, a wholly owned subsidiary of the Issuer, Kayleigh Sub One Corp., a wholly owned subsidiary of the Issuer, KCDL and KC Distance Learning, Inc., a wholly owned subsidiary of KCDL. The acquisition of the Special Stock was previously reported on a Form 4 filed on July 27, 2010.
- [F3]Following approval by the holders of a majority of the Issuer's Common Stock at a special meeting of stockholders on January 27, 2011, the Special Stock is convertible into shares of Common Stock of the Issuer at any time on a one-for-one basis, with no expiration date, subject to certain anti-dilution provisions as set forth in the Certificate of Designations, Preferences and Relative and Other Special Rights, dated as of July 23, 2010 (the "Certificate of Designations"). Upon the satisfaction of certain conditions set forth in the Certificate of Designations, the Special Stock will automatically convert into 2,750,000 shares of Common Stock.
- [F4]Knowledge Universe Learning Group LLC ("KULG") may be deemed a controlling person of KCDL, and in such capacity may be deemed to have the power to direct the voting and disposition of, and to share beneficial ownership of, any securities owned of record by KCDL.
- [F5]Each of Lowell J. Milken and Michael R. Milken may be deemed to be a controlling person of each of KULG and KCDL. In such capacities, each of Lowell J. Milken and Michael R. Milken may be deemed to have the power to direct the voting and disposition of, and to share beneficial ownership of, any securities owned of record, or beneficially owned, by each of KULG and KCDL, but each of Mssrs. L. Milken and M. Milken disclaims such beneficial ownership except to the extent of his pecuniary interest therein.
- [F6]The Reporting Persons may be deemed to be a group, and also may be deemed to be a group with other entities which are controlled, directly or indirectly, by Lowell J. Milken and/or Michael R. Milken. The Reporting Persons disclaim such group membership. The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, or otherwise, a Reporting Person is the beneficial owner of equity securities covered by this statement or any other statement that are beneficially owned, directly or indirectly, by any other person.
- [F7]This amendment is being filed to correctly identify Knowledge Universe Learning Group LLC in the table of Reporting Persons.
Documents
Issuer
K12 INC
CIK 0001157408
Entity typeother
Related Parties
1- filerCIK 0001261505
Filing Metadata
- Form type
- 4/A
- Filed
- Jan 30, 7:00 PM ET
- Accepted
- Jan 31, 9:44 PM ET
- Size
- 13.4 KB