SEC Form 4 · accession 0001140361-15-008019
Bridgepoint Education Inc · BPI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ross Woodard
Officer — EVP, Chief Marketing Officer
Period of report
Feb 17, 2015
Accepted (ET)
Feb 19, 2015 · 6:15 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001305323
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Feb 17, 2015 | M | 16,746 | $0.585 | A | 21,333 | D | |
| Common Stock | Feb 17, 2015 | M | 6,207 | $0.315 | A | 27,540 | D | |
| Common Stock | Feb 17, 2015 | M | 3,359 | $10.23 | A | 30,899 | D | |
| Common StockF2 | Feb 17, 2015 | S | 30,250 | $10.1653 | D | 649 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F3 | $0.585 | Feb 17, 2015 | M | 6,501 | D | — | Nov 27, 2017 | Common Stock | 6,501 | 6,501 | D |
| Stock Option (right to buy)F4 | $0.585 | Feb 17, 2015 | M | 5,907 | D | — | Nov 27, 2017 | Common Stock | 5,907 | 5,906 | D |
| Stock Option (right to buy)F5 | $0.315 | Feb 17, 2015 | M | 6,207 | D | — | Feb 15, 2016 | Common Stock | 6,207 | 6,206 | D |
| Stock Option (right to buy)F5 | $0.585 | Feb 17, 2015 | M | 4,338 | D | — | Nov 27, 2017 | Common Stock | 4,338 | 4,337 | D |
| Stock Option (right to buy)F6 | $10.23 | Feb 17, 2015 | M | 3,359 | D | — | Mar 29, 2023 | Common Stock | 3,359 | 28,111 | D |
Explanation of responses
- F1The sale of shares reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan entered into by the reporting person on November 19, 2014.
- F2Represents the weighted average share price of an aggregate total of 30,250 shares sold in the price range of $10.11 to $10.30 by the reporting person. The reporting person undertakes to provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
- F3Subject to the reporting person's continuing service, this option vests and becomes exercisable as follows: (i) 25% of the option vests on the first anniversary of the vesting commencement date, (ii) an additional 2% of the option vests on each monthly anniversary of the vesting commencement date for the thirty-three months following the first anniversary of the vesting commencement date and (iii) an additional 3% of the option vests on each of the 46th, 47th and 48th monthly anniversaries of the vesting commencement date. The vesting commencement date for this option is November 27, 2007. This option became 100% vested and exercisable on November 27, 2011.
- F4Subject to the reporting person's continuing service, this option vests and becomes exercisable as follows: beginning with fiscal year 2008 and ending with fiscal year 2011, 25% of the option vests for each fiscal year in which the issuer's performance targets (as defined in the stock option award), based on our annual revenue and annual EBITDA, are achieved. For any fiscal year in which the annual performance targets are not achieved, such portion will vest if in any subsequent fiscal year the cumulative revenue and EBITDA targets are achieved (the cumulative targets are defined in the stock option award). This option became 100% vested and exercisable on December 31, 2011.
- F5This option became 100% vested and exercisable on April 14, 2009.
- F6Subject to the reporting person's continuing service, this option vests and becomes exercisable as follows: (i) 25% of the shares subject to the option shall vest and become exercisable on the first anniversary of the vesting commencement date, (ii) an additional 2% of the shares subject to the option shall vest and become exercisable on each monthly anniversary of the vesting commencement date for the thirty-three months following the first anniversary of the vesting commencement date and (iii) an additional 3% of the shares subject to the option shall vest and become exercisable on each of the 46th, 47th and 48th monthly anniversaries of the vesting commencement date. The vesting commencement date for this option is March 29, 2013.