SEC Form 4 · accession 0001181431-15-006534
CAPELLA EDUCATION CO · CPLA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Stephen G Shank
Director
Period of report
May 1, 2015
Accepted (ET)
May 5, 2015 · 7:15 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001104349
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common stockF1,F2,F3,F5 | May 1, 2015 | M | 1,727 | — | A | 542,286 | I | By Trust |
| Common stockF6 | holding | — | — | — | 79,600 | I | By Trust | |
| Common stockF7 | holding | — | — | — | 106,850 | I | By Trust | |
| Common stockF8 | holding | — | — | — | 79,600 | I | By Spouse's Trust | |
| Common stockF9 | holding | — | — | — | 176,223 | I | By Spouse's Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted stock unitF4 | — | May 1, 2015 | M | 1,727 | D | May 1, 2015 | May 1, 2015 | Common stock | 1,727 | 0 | I |
| Restricted stock unitF10 | — | May 5, 2015 | M | 1,894 | A | — | — | Common stock | 1,894 | 1,894 | I |
Explanation of responses
- F1Represents 1,727 deferred stock units the reporting person elected to receive upon the vesting of 1,727 restricted stock units on May 1, 2015. Deferred stock units may be settled only in shares of common stock on a 1:1 basis at the time the reporting person leaves the board or the company experiences a change-in-control.
- F10Restricted stock units vest after a one-year cliff vesting period, effective May 1, 2016. Vested shares will be settled only in shares of CPLA common stock on a 1:1 basis delivered to the reporting person at the time reporting person leaves the board or the company experiences a change-in-control.
- F2Each deferred stock unit is the economic equivalent of one share of CPLA common stock and was received in settlement of a vested restricted stock unit.
- F3Includes 1,727 deferred stock units which will be settled in shares of common stock per footnote 1.
- F4Each restricted stock unit represented the right to receive, upon vesting, one share of CPLA common stock or, at the election of the reporting person, one deferred stock unit.
- F5Shares held by the Stephen G. Shank Revocable Trust.
- F6Shares held by the Stephen G. Shank Sept 2013 7-Yr Grantor Retained Annuity Trust.
- F7Shares held by the Shank Family 2013 Generation Skipping Trust.
- F8Shares held by the Judith F. Shank Sept 2013 7-Yr Grantor Retained Annuity Trust.
- F9Shares held by the Judith F. Shank Revocable Trust.
Remarks
Shank POA 050515 attached