Capella Education (CPLA) Form 4 CAPELLA EDUCATION / Andrew E Watt ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Watt Andrew E

(Last) (First) (Middle)

225 SOUTH SIXTH STREET

9TH FLOOR

(Street)

MINNEAPOLIS MN 55402

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CAPELLA EDUCATION CO [ CPLA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Senior Vice President

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/01/2018		D		13,827	D	(1)(2)	0	D
Common Stock	08/01/2018		D		492.3853	D	(1)(3)	0	I	Held in 401(k) Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	$64.99	08/01/2018		D			630	(4)	02/19/2024	Common Stock	630	(4)	0	D
Employee Stock Option (right to buy)	$65.4	08/01/2018		D			1,918	(5)	02/18/2025	Common Stock	1,918	(5)	0	D
Employee Stock Option (right to buy)	$45.46	08/01/2018		D			3,008	(6)	02/21/2026	Common Stock	3,008	(6)	0	D
Employee Stock Option (right to buy)	$76.7	08/01/2018		D			5,248	(7)	02/27/2027	Common Stock	5,248	(7)	0	D

Explanation of Responses:

1. Each share of common stock of Capella Education Company ("Capella") reported as disposed of herein was cancelled and converted into the right to receive 0.875 shares of Strategic Education, Inc. (the "Exchange Ratio") at the effective time of the merger pursuant to that certain Agreement and Plan of Merger, dated as of October 29, 2017, by and among Strayer Education, Inc. (which was renamed "Strategic Education, Inc." on August 1, 2018), Capella and Sarg Sub Inc. ("Merger Sub"), whereby the parties thereto effected the merger of Capella into Merger Sub to become a wholly owned subsidiary of Strayer Education, Inc.(the "Merger"). No additional consideration was received in connection with the disposition of such securities.

2. Includes 10,760 restricted stock unit awards to acquire common stock of Capella ("Capella RSUs"), 3,055 of which were due to vest on December 14, 2018, 1,383 of which were due to vest on February 22, 2019, 1,293 of which were due to vest on February 27, 2020, and 5,029 were due to vest on February 26, 2022. Pursuant to the Merger Agreement, each Capella RSU was disposed of in exchange for a number of restricted stock unit awards to acquire common stock of Strategic Education, Inc. ("Strategic RSUs") based on the Exchange Ratio. The Strategic RSUs will be subject to substantially the same terms and conditions of the Capella RSUs. No additional consideration was received in connection with the disposition of such securities.

3. Reflects the number of Capella common stock shares equivalent to the total units held in the reporting person's stock fund pursuant to Capella's 401(k) plan based on the closing price of the stock fund on July 30, 2018.

4. This option provided for vesting in four equal annual installments beginning February 20, 2015, of which 630 shares remained unexercised. Pursuant to the Merger Agreement, each unexercised option was disposed of in exchange for options to acquire a number of Strategic Education, Inc.'s common stock ("Strategic common stock") shares based on the Exchange Ratio with an exercise price per share of Strategic common stock equal to the exercise price per share of the Capella stock options divided by the Exchange Ratio. No additional consideration was received in connection with the disposition of such securities.

5. This option provided for vesting in four equal annual installments beginning February 19, 2016, of which 1,918 shares remained unexercised. Pursuant to the Merger Agreement, each unexercised option was disposed of in exchange for options to acquire a number of Strategic common stock shares based on the Exchange Ratio with an exercise price per share of Strategic common stock equal to the exercise price per share of the Capella stock options divided by the Exchange Ratio. No additional consideration was received in connection with the disposition of such securities.

6. This option provided for vesting in four equal annual installments beginning February 22, 2017, of which 3,008 shares remained unexercised. Pursuant to the Merger Agreement, each unexercised option was disposed of in exchange for options to acquire a number of Strategic common stock shares based on the Exchange Ratio with an exercise price per share of Strategic common stock equal to the exercise price per share of the Capella stock options divided by the Exchange Ratio. No additional consideration was received in connection with the disposition of such securities.

7. This option provided for vesting in four equal annual installments beginning February 27, 2018, of which 5,248 shares remained unexercised. Pursuant to the Merger Agreement, each unexercised option was disposed of in exchange for options to acquire a number of Strategic common stock shares based on the Exchange Ratio with an exercise price per share of Strategic common stock equal to the exercise price per share of the Capella stock options divided by the Exchange Ratio. No additional consideration was received in connection with the disposition of such securities.

Remarks:

	/s/ Kelly Jacobus as Attorney-in-Fact for Andrew E. Watt	08/03/2018
	** Signature of Reporting Person	Date
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