4//SEC Filing
MILKEN MICHAEL R 4
Accession 0001209191-10-039786
CIK 0001157408other
Filed
Jul 26, 8:00 PM ET
Accepted
Jul 27, 8:29 PM ET
Size
17.0 KB
Accession
0001209191-10-039786
Insider Transaction Report
Form 4
K12 INCLRN
MILKEN MICHAEL R
Other
Transactions
- Other
Series A Special Stock, par value $0.0001
2010-07-23+2,750,000→ 2,750,000 total(indirect: By LLC)
Holdings
- 4,665,083(indirect: By LLC)
Common Stock
- 1,522(indirect: Hampstead Associates L.L.C.)
Common Stock
- 399,171(indirect: Learning Group Partners)
Common Stock
- 4,374(indirect: By LLC)
Common Stock
- 82,503(indirect: By LLC)
Common Stock
Transactions
- Other
Series A Special Stock, par value $0.0001
2010-07-23+2,750,000→ 2,750,000 total(indirect: By LLC)
Holdings
- 1,522(indirect: Hampstead Associates L.L.C.)
Common Stock
- 4,665,083(indirect: By LLC)
Common Stock
- 82,503(indirect: By LLC)
Common Stock
- 4,374(indirect: By LLC)
Common Stock
- 399,171(indirect: Learning Group Partners)
Common Stock
KCDL HOLDINGS LLC
Other
Transactions
- Other
Series A Special Stock, par value $0.0001
2010-07-23+2,750,000→ 2,750,000 total(indirect: By LLC)
Holdings
- 82,503(indirect: By LLC)
Common Stock
- 399,171(indirect: Learning Group Partners)
Common Stock
- 4,665,083(indirect: By LLC)
Common Stock
- 4,374(indirect: By LLC)
Common Stock
- 1,522(indirect: Hampstead Associates L.L.C.)
Common Stock
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 have been issued to KCDL Holdings LLC ("KCDL") 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. ("KC Distance"), a wholly owned subsidiary of KCDL, pursuant to which, among other matters, KC Distance has been merged with Kayleigh Sub One Corp., with KC Distance continuing as the surviving corporation of the merger, in which each share of common stock, par value $0.0001 per share, of KC Distance has been converted into shares of the Special Stock. As of July 23, 2010, the estimated value of the consideration exchanged for the Special Stock is $63,112,500.
- [F3]The Special Stock shall be convertible into shares of Common Stock of the Issuer upon the satisfaction of certain conditions set forth in a Certificate of Designations, Preferences and Relative and Other Special Rights, dated as of July 23, 2010 (the "Certificate of Designations"), on a one-for-one basis, subject to certain anti-dilution provisions as set forth in the Certificate of Designations. The Special Stock shall be redeemable for cash upon the satisfaction of certain conditions set forth in the Certificate of Designations and subject to certain anti-dilution provisions as set forth in the Certificate of Designations.
- [F4]The shares of common stock of the Issuer are held of record by each of Knowledge Industries LLC ("Knowledge Industries"), Hampstead Associates, L.L.C. ("Hampstead"), Learning Group LLC ("Learning Group"), Learning Group Partners ("Learning Group Partners"), and Knowledge Universe Learning Group LLC ("KULG"), respectively. (continued on footnote 5)
- [F5]Ridgeview Associates, LLC ("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. KULG may also be deemed a controlling person of each of Learning Group and 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 each of Learning Group and KCDL.
- [F6]Michael R. Milken may be deemed to be a controlling person of each of Knowledge Industries, Hampstead, Learning Group, Learning Group Partners, Ridgeview, KULG and KCDL 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, or beneficially owned, by each of Knowledge Industries, Hampstead, Learning Group, Learning Group Partners, Ridgeview, KULG and KCDL, 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
IncorporatedCA
Related Parties
1- filerCIK 0001045218
Filing Metadata
- Form type
- 4
- Filed
- Jul 26, 8:00 PM ET
- Accepted
- Jul 27, 8:29 PM ET
- Size
- 17.0 KB