SEC Form 4 · accession 0001140361-16-059733
Bridgepoint Education Inc · BPI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Adarsh Sarma
Director
Period of report
Mar 29, 2016
Accepted (ET)
Mar 31, 2016 · 8:16 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 29, 2016 | M | 3,021 | $0.00 | A | 7,981 | D | |
| Common StockF2,F3 | holding | — | — | — | 27,710,574 | I | See footnote |
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)F4 | $10.59 | Mar 29, 2016 | A | 6,110 | A | — | Mar 29, 2026 | Common Stock | 6,110 | 6,110 | D |
| Restricted Stock UnitsF5,F6 | — | Mar 29, 2016 | A | 2,900 | A | — | — | Common Stock | 2,900 | 2,900 | D |
| Restricted Stock UnitsF5,F7 | — | Mar 29, 2016 | M | 3,021 | D | — | — | Common Stock | 3,021 | 0 | D |
Explanation of responses
- F1On March 29, 2016, 3,021 of the reporting person's restricted stock units were settled for an equal number of shares of the issuer's common stock.
- F2Shares held by Warburg Pincus Private Equity VIII, L.P., a Delaware limited partnership (together with its two affiliated partnerships, "WP VIII"). The reporting person is a Member and Managing Director of Warburg Pincus LLC, a New York limited liability company ("WP LLC"). Warburg Pincus & Co., a New York general partnership ("WP"), is the managing member of Warburg Pincus Partners, L.P., a Delaware limited partnership ("WP Partners"), the general partner of WP VIII. WP VIII is managed by WP LLC. As a result, the reporting person may be deemed to have an indirect pecuniary interest (within the meaning of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) in an indeterminate portion of the securities that may be deemed to be beneficially owned by WP VIII, WP Partners, WP and WP LLC (collectively, the "Warburg Pincus Entities").
- F3The reporting person disclaims beneficial ownership of all securities that may be deemed to be beneficially owned by the Warburg Pincus Entities, except to the extent of any indirect pecuniary interest therein. This Form 4 shall not be deemed an admission that the reporting person or any other person referred to herein is a beneficial owner of any securities for purposes of Section 16 of the Exchange Act or for any other purposes.
- F4Subject to the reporting person's continuing service, 100% of the shares subject to the option shall vest and become exercisable on March 29, 2017.
- F5Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock.
- F6Subject to the reporting person's continuing service, 100% of the restricted stock units shall vest on March 29, 2017.
- F7On March 29, 2016, 100% of the restricted stock units vested and were settled for an equal number of shares of the issuer's common stock.