SEC Form 4 · accession 0001140361-15-033034

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

Aug 18, 2015

Accepted (ET)

Aug 20, 2015 · 8:40 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 Stock^F2,F3,F4,F5	Aug 18, 2015	J	50,000	—	D	613,444	I	By trust
Common Stock^F2,F3,F4,F5	Aug 19, 2015	J	50,000	—	D	563,444	I	By trust
Common Stock^F2,F3,F4,F5	Aug 20, 2015	J	50,000	—	D	513,444	I	By trust
Common Stock	holding	—	—		—	30,694	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Forward Sale Contract (obligation to sell)^F2,F3,F4,F5	—	Aug 18, 2015	J	50,000	D	Aug 18, 2015	Aug 18, 2015	Common Stock	50,000	I
Forward Sale Contract (obligation to sell)^F2,F3,F4,F5	—	Aug 19, 2015	J	50,000	D	Aug 19, 2015	Aug 19, 2015	Common Stock	50,000	I
Forward Sale Contract (obligation to sell)^F2,F3,F4,F5	—	Aug 20, 2015	J	50,000	D	Aug 20, 2015	Aug 20, 2015	Common Stock	50,000	I

Explanation of responses

F1Transaction code is J/K.
F2On August 18, 19 and 20, 2015 (each, a "Maturity Date"), the reporting person's settlement obligations became fixed under a prepaid variable forward sale contract (the "Contract") entered into on September 13, 2013 by the reporting person with an unaffiliated third party buyer. The Contract obligated the reporting person to deliver to the buyer shares of the issuer's common stock (the "Common Stock") within 3 business days following each Maturity Date in amounts up to 50,000, 50,000 and 50,000 shares (or, at the reporting person's election, an equivalent amount of cash based on the market price of the Common Stock at that time), respectively. In exchange for assuming this obligation, the reporting person received a cash payment of $2,069,362.79 as of the date of entering into the Contract. The reporting person pledged 150,000 shares of Common Stock to secure his obligations under the Contract and retained dividend and voting rights in the pledged shares during the term of the pledge.
F3The number of shares of Common Stock to be delivered by the reporting person to the buyer within 3 business days following each Maturity Date was determined as follows: (i) if the closing price per share on the applicable Maturity Date (each, a "Settlement Price") was less than or equal to $17.4409 (the "Forward Floor Price"), the reporting person would deliver 50,000 shares; (ii) if the Settlement Price was greater than the Forward Floor Price but less than or equal to $26.1614 (the "Forward Cap Price"), the reporting person would deliver a number of shares equal to the product of (x) 50,000 shares multiplied by (y) the Forward Floor Price divided by the Settlement Price; and (iii) if the Settlement Price was greater than the Forward Cap Price, the reporting person would deliver a number of shares equal to the product of (x) 50,000 shares multiplied by (y) the quotient of (I) the Forward Floor Price plus (Settlement Price - Forward Cap Price), divided by (II) the Settlement Price.
F4On August 18, 2015, August 19, 2015 and August 20, 2015, the Settlement Price was $8.03, $7.99 and $7.88, respectively. Accordingly, the reporting person delivered to the buyer the 150,000 pledged shares, comprised of 50,000 shares of Common Stock required to be delivered in connection with each Maturity Date.
F5Shares 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.