SEC Form 4 · accession 0001209191-17-030054
CAPELLA EDUCATION CO · CPLA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Steven L. Polacek
Officer — SVP & CFO
Period of report
May 2, 2017
Accepted (ET)
May 4, 2017 · 4:59 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 | May 2, 2017 | M | 11,059 | $64.99 | A | 55,413 | D | |
| Common StockF1 | May 2, 2017 | F | 9,253 | $94.90 | D | 46,160 | D | |
| Common StockF1 | May 2, 2017 | M | 7,692 | $65.40 | A | 53,852 | D | |
| Common StockF1 | May 2, 2017 | F | 6,452 | $94.90 | D | 47,400 | D | |
| Common StockF2,F1 | May 3, 2017 | S | 3,333 | $93.899 | D | 44,067 | D | |
| Common StockF3,F1 | May 4, 2017 | S | 3,728 | $93.9823 | D | 40,339 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F4 | $64.99 | May 2, 2017 | M | 11,059 | D | — | Feb 19, 2024 | Common Stock | 11,059 | 3,686 | D |
| Employee Stock Option (right to buy)F5 | $65.40 | May 2, 2017 | M | 7,692 | D | — | Feb 18, 2025 | Common Stock | 7,692 | 7,690 | D |
Explanation of responses
- F1Includes 15,686 restricted stock units, which upon vesting, will be settled in shares of CPLA common stock on a 1:1 basis.
- F2Reflects the weighted average sale price for sales made in the normal course of business on May 3, 2017, at prices ranging from $93.80 to $94.00 per share. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
- F3Reflects the weighted average sale price for sales made in the normal course of business on May 4, 2017, at prices ranging from $93.95 to $94.05 per share. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
- F4The option vested in three equal annual installments on February 20, 2015, 2016, and 2017.
- F5The option vested in two equal annual installments on February 19, 2016 and February 19, 2017.