4//SEC Filing
HAMPSTEAD ASSOCIATES LLC 4
Accession 0001209191-07-071024
CIK 0001157408other
Filed
Dec 18, 7:00 PM ET
Accepted
Dec 19, 5:03 PM ET
Size
32.0 KB
Accession
0001209191-07-071024
Insider Transaction Report
Form 4
K12 INCLRN
MILKEN MICHAEL R
Other
Transactions
- Conversion
Series B Convertible Preferred Stock
2007-12-18−3,844,618→ 0 total(indirect: By LLC)→ Common Stock (753,846 underlying) - Conversion
Common Stock
2007-12-18+830→ 1,522 total(indirect: Hampstead Associates, L.L.C.) - Conversion
Series B Convertible Preferred Stock Warrants (right to buy)
2007-12-18−582,089.5→ 0 total(indirect: By LLC)Exercise: $1.34→ Series B Convertible Preferred Stock (582,089.5 underlying) - Conversion
Common Stock Warrants (right to buy)
2007-12-18+114,135→ 114,135 total(indirect: By LLC)Exercise: $6.83→ Common Stock (114,135 underlying) - Conversion
Common Stock
2007-12-18+3,911,237→ 4,665,083 total(indirect: By LLC) - Conversion
Series B Convertible Preferred Stock
2007-12-18−4,233.5→ 0 total(indirect: Hampstead Associates, L.L.C.)→ Common Stock (830 underlying) - Conversion
Series C Convertible Preferred Stock
2007-12-18−19,947,312.55→ 0 total(indirect: By LLC)→ Common Stock (3,911,237 underlying) - Conversion
Common Stock
2007-12-18+753,846→ 753,846 total(indirect: By LLC)
Holdings
- 609,171(indirect: Learning Group Partners)
Common Stock
Transactions
- Conversion
Common Stock
2007-12-18+3,911,237→ 4,665,083 total(indirect: By LLC) - Conversion
Common Stock Warrants (right to buy)
2007-12-18+114,135→ 114,135 total(indirect: By LLC)Exercise: $6.83→ Common Stock (114,135 underlying) - Conversion
Common Stock
2007-12-18+753,846→ 753,846 total(indirect: By LLC) - Conversion
Series B Convertible Preferred Stock Warrants (right to buy)
2007-12-18−582,089.5→ 0 total(indirect: By LLC)Exercise: $1.34→ Series B Convertible Preferred Stock (582,089.5 underlying) - Conversion
Common Stock
2007-12-18+830→ 1,522 total(indirect: Hampstead Associates, L.L.C.) - Conversion
Series B Convertible Preferred Stock
2007-12-18−4,233.5→ 0 total(indirect: Hampstead Associates, L.L.C.)→ Common Stock (830 underlying) - Conversion
Series B Convertible Preferred Stock
2007-12-18−3,844,618→ 0 total(indirect: By LLC)→ Common Stock (753,846 underlying) - Conversion
Series C Convertible Preferred Stock
2007-12-18−19,947,312.55→ 0 total(indirect: By LLC)→ Common Stock (3,911,237 underlying)
Holdings
- 609,171(indirect: Learning Group Partners)
Common Stock
HAMPSTEAD ASSOCIATES LLC
10% OwnerOther
Transactions
- Conversion
Series B Convertible Preferred Stock
2007-12-18−3,844,618→ 0 total(indirect: By LLC)→ Common Stock (753,846 underlying) - Conversion
Common Stock
2007-12-18+830→ 1,522 total(indirect: Hampstead Associates, L.L.C.) - Conversion
Series C Convertible Preferred Stock
2007-12-18−19,947,312.55→ 0 total(indirect: By LLC)→ Common Stock (3,911,237 underlying) - Conversion
Common Stock
2007-12-18+753,846→ 753,846 total(indirect: By LLC) - Conversion
Series B Convertible Preferred Stock Warrants (right to buy)
2007-12-18−582,089.5→ 0 total(indirect: By LLC)Exercise: $1.34→ Series B Convertible Preferred Stock (582,089.5 underlying) - Conversion
Series B Convertible Preferred Stock
2007-12-18−4,233.5→ 0 total(indirect: Hampstead Associates, L.L.C.)→ Common Stock (830 underlying) - Conversion
Common Stock Warrants (right to buy)
2007-12-18+114,135→ 114,135 total(indirect: By LLC)Exercise: $6.83→ Common Stock (114,135 underlying) - Conversion
Common Stock
2007-12-18+3,911,237→ 4,665,083 total(indirect: By LLC)
Holdings
- 609,171(indirect: Learning Group Partners)
Common Stock
LEARNING GROUP LLC
Other
Transactions
- Conversion
Series B Convertible Preferred Stock
2007-12-18−4,233.5→ 0 total(indirect: Hampstead Associates, L.L.C.)→ Common Stock (830 underlying) - Conversion
Common Stock Warrants (right to buy)
2007-12-18+114,135→ 114,135 total(indirect: By LLC)Exercise: $6.83→ Common Stock (114,135 underlying) - Conversion
Series C Convertible Preferred Stock
2007-12-18−19,947,312.55→ 0 total(indirect: By LLC)→ Common Stock (3,911,237 underlying) - Conversion
Common Stock
2007-12-18+753,846→ 753,846 total(indirect: By LLC) - Conversion
Series B Convertible Preferred Stock
2007-12-18−3,844,618→ 0 total(indirect: By LLC)→ Common Stock (753,846 underlying) - Conversion
Common Stock
2007-12-18+830→ 1,522 total(indirect: Hampstead Associates, L.L.C.) - Conversion
Common Stock
2007-12-18+3,911,237→ 4,665,083 total(indirect: By LLC) - Conversion
Series B Convertible Preferred Stock Warrants (right to buy)
2007-12-18−582,089.5→ 0 total(indirect: By LLC)Exercise: $1.34→ Series B Convertible Preferred Stock (582,089.5 underlying)
Holdings
- 609,171(indirect: Learning Group Partners)
Common Stock
Transactions
- Conversion
Common Stock
2007-12-18+3,911,237→ 4,665,083 total(indirect: By LLC) - Conversion
Common Stock
2007-12-18+753,846→ 753,846 total(indirect: By LLC) - Conversion
Common Stock
2007-12-18+830→ 1,522 total(indirect: Hampstead Associates, L.L.C.) - Conversion
Series B Convertible Preferred Stock
2007-12-18−3,844,618→ 0 total(indirect: By LLC)→ Common Stock (753,846 underlying) - Conversion
Series C Convertible Preferred Stock
2007-12-18−19,947,312.55→ 0 total(indirect: By LLC)→ Common Stock (3,911,237 underlying) - Conversion
Series B Convertible Preferred Stock
2007-12-18−4,233.5→ 0 total(indirect: Hampstead Associates, L.L.C.)→ Common Stock (830 underlying) - Conversion
Common Stock Warrants (right to buy)
2007-12-18+114,135→ 114,135 total(indirect: By LLC)Exercise: $6.83→ Common Stock (114,135 underlying) - Conversion
Series B Convertible Preferred Stock Warrants (right to buy)
2007-12-18−582,089.5→ 0 total(indirect: By LLC)Exercise: $1.34→ Series B Convertible Preferred Stock (582,089.5 underlying)
Holdings
- 609,171(indirect: Learning Group Partners)
Common Stock
Transactions
- Conversion
Series B Convertible Preferred Stock
2007-12-18−4,233.5→ 0 total(indirect: Hampstead Associates, L.L.C.)→ Common Stock (830 underlying) - Conversion
Common Stock Warrants (right to buy)
2007-12-18+114,135→ 114,135 total(indirect: By LLC)Exercise: $6.83→ Common Stock (114,135 underlying) - Conversion
Common Stock
2007-12-18+753,846→ 753,846 total(indirect: By LLC) - Conversion
Series B Convertible Preferred Stock Warrants (right to buy)
2007-12-18−582,089.5→ 0 total(indirect: By LLC)Exercise: $1.34→ Series B Convertible Preferred Stock (582,089.5 underlying) - Conversion
Series C Convertible Preferred Stock
2007-12-18−19,947,312.55→ 0 total(indirect: By LLC)→ Common Stock (3,911,237 underlying) - Conversion
Common Stock
2007-12-18+3,911,237→ 4,665,083 total(indirect: By LLC) - Conversion
Series B Convertible Preferred Stock
2007-12-18−3,844,618→ 0 total(indirect: By LLC)→ Common Stock (753,846 underlying) - Conversion
Common Stock
2007-12-18+830→ 1,522 total(indirect: Hampstead Associates, L.L.C.)
Holdings
- 609,171(indirect: Learning Group Partners)
Common Stock
Footnotes (7)
- [F1]The Series B Convertible Preferred Stock ("Series B shares") and the Series C Convertible Preferred Stock ("Series C shares") of the Issuer converted into common stock of the Issuer on a 5.1-for-1 basis and had no expiration date.
- [F2]The shares of common stock of the Issuer are, and Series B shares of the Issuer were, held of record by Hampstead Associates, L.L.C., a Delaware limited liability company ("Hampstead"). Ridgeview Associates, LLC, a California limited liability company ("Ridgeview"), is the manager and a member of Hampstead, and in such capacities 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 Hampstead. Michael R. Milken may be deemed to be a controlling person of Ridgeview 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 beneficially owned by Ridgeview, but disclaims such beneficial ownership except to the extent of his pecuniary interest therein.
- [F3]The shares of common stock of the Issuer are, and Series B shares and Series C shares of the Issuer were, held of record by Learning Group LLC, a Delaware limited liability company ("Learning Group"). Michael R. Milken may be deemed to be a controlling person of Learning Group 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 Learning Group, but disclaims such beneficial ownership except to the extent of his pecuniary interest therein.
- [F4]The shares of common stock of the Issuer are held of record by Learning Group Partners, a California general partnership ("Learning Group Partners"). Michael R. Milken may be deemed to be a controlling person of Learning Group Partners 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 Learning Group Partners, but disclaims such beneficial ownership except to the extent of his pecuniary interest therein.
- [F5]The warrants to purchase Series B Convertible Preferred Stock ("Series B warrants") of the Issuer converted into common stock warrants ("common stock warrants") of the Issuer on a 5.1-for-1 basis. The common stock warrants are immediately exercisable and will expire on April 8, 2008.
- [F6]The common stock warrants are, and Series B warrants were, held of record by Knowledge Industries LLC, a California limited liability company ("Knowledge Industries"). Michael R. Milken may be deemed to be a controlling person of Knowledge Industries 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 Knowledge Industries, but disclaims such beneficial ownership except to the extent of his pecuniary interest therein.
- [F7]The Reporting Persons may be deemed to be a group, and also may be deemed to be a group with Lowell J. Milken and other entities which are controlled, directly or indirectly, by Lowell J. 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.
Documents
Issuer
K12 INC
CIK 0001157408
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001275753
Filing Metadata
- Form type
- 4
- Filed
- Dec 18, 7:00 PM ET
- Accepted
- Dec 19, 5:03 PM ET
- Size
- 32.0 KB