SEC Form 4 · accession 0001140361-15-013746
Bridgepoint Education Inc · BPI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Andrew S. Clark
Officer — Chief Executive Officer · Director
Period of report
Mar 29, 2015
Accepted (ET)
Mar 31, 2015 · 9:16 pm EDT
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 StockF1 | Mar 31, 2015 | M | 31,958 | $0.00 | A | 42,705 | D | |
| Common Stock | Mar 31, 2015 | F | 12,011 | $9.43 | D | 30,694 | D | |
| Common StockF2 | holding | — | — | — | 663,444 | I | By trust |
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 | $9.43 | Mar 29, 2015 | A | 105,952 | A | — | Mar 29, 2025 | Common Stock | 105,952 | 105,952 | D |
| Restricted Stock UnitsF4,F5 | — | Mar 29, 2015 | A | 51,016 | A | — | — | Common Stock | 51,016 | 51,016 | D |
| Performance-Based Restricted Stock Units (PSUs)F6,F7 | — | Mar 29, 2015 | A | 52,363 | A | — | — | Common Stock | 52,363 | 52,363 | D |
| Restricted Stock UnitsF4,F8 | — | Mar 31, 2015 | M | 17,058 | D | — | — | Common Stock | 17,058 | 34,114 | D |
| Restricted Stock UnitsF4,F9 | — | Mar 31, 2015 | M | 14,900 | D | — | — | Common Stock | 14,900 | 44,700 | D |
Explanation of responses
- F1On March 31, 2015, 31,958 of the reporting person's restricted stock units were settled for an equal number of the issuer's common stock.
- F2Shares held indirectly by the reporting person in the name of the Clark Family Trust, dated July 8, 1998, of which the reporting person is a trustee and in which the reporting person has a pecuniary interest. The reporting person pledged 150,000 shares of the issuer's Common Stock to secure his obligation under a prepaid variable forward contract with an unaffiliated third party buyer on September 13, 2013. The reporting person retained dividend and voting rights in the pledged shares during the term of the pledge.
- F3Subject 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, 2015.
- F4Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock.
- F5Subject to the reporting person's continuing service, the restricted stock units vest as follows: (i) 25% of the restricted stock units vest on the first anniversary of the vesting commencement date, and (ii) an additional 25% of the restricted stock units shall vest on each subsequent anniversary of the vesting commencement date. The vesting commencement date for the restricted stock units is March 29, 2015.
- F6Each performance stock unit represents a contingent right to receive one share of the issuer's common stock.
- F7Subject to the reporting person's continuing service, the performance stock units vest as follows: (i) 25% of the performance stock units vest on the first anniversary of the vesting commencement date, and (ii) an additional 25% of the performance stock units shall vest on each subsequent anniversary of the vesting commencement date, in each case contingent upon achievement of the stock price performance goal for the immediately preceding performance period. The vesting commencement date for the performance stock units is March 29, 2015.
- F8Subject to the reporting person's continuing service, the restricted stock units vest as follows: (i) 25% of the restricted stock units vest on the first anniversary of the vesting commencement date, and (ii) an additional 25% of the restricted stock units shall vest on each subsequent anniversary of the vesting commencement date. The vesting commencement date for the restricted stock units is March 29, 2013.
- F9Subject to the reporting person's continuing service, the restricted stock units vest as follows: (i) 25% of the restricted stock units vest on the first anniversary of the vesting commencement date, and (ii) an additional 25% of the restricted stock units shall vest on each subsequent anniversary of the vesting commencement date. The vesting commencement date for the restricted stock units is March 29, 2014.