Stride Form 4 K12 / NATHANIEL A DAVIS 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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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^*

DAVIS NATHANIEL A

(Last)

(First)

(Middle)

2300 CORPORATE PARK DRIVE

(Street)

HERNDON

20171

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
K12 INC [ LRN ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
09/18/2018

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/18/2018		A⁽¹⁾		115,674	A	$0.00	717,874	D
Common Stock								382,349	I	Nathaniel A Davis Revocable Trust

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Right⁽²⁾	⁽²⁾	09/18/2018		A		38,254		⁽²⁾	08/30/2021	Common Stock	38,254	$0	38,254	D
Restricted Stock Right⁽³⁾	⁽³⁾	09/18/2018		A		413,331		⁽³⁾	08/30/2021	Common Stock	413,331	$0	413,331	D
Restricted Stock Right⁽⁴⁾	⁽⁴⁾	09/18/2018		A		528,571		⁽⁴⁾	08/30/2021	Common Stock	528,571	$0	528,571	D
Restricted Stock Right⁽⁵⁾	⁽⁵⁾	09/18/2018		A		596,022		⁽⁵⁾	08/30/2021	Common Stock	596,022	$0	596,022	D
Restricted Stock Right⁽⁶⁾	⁽⁶⁾	09/18/2018		A		724,185		⁽⁶⁾	08/30/2021	Common Stock	724,185	$0	724,185	D
Restricted Stock Right⁽⁷⁾	⁽⁷⁾	09/18/2018		A		727,673		⁽⁷⁾	08/30/2021	Common Stock	727,673	$0	727,673	D
Restricted Stock Right⁽⁸⁾	⁽⁸⁾	09/18/2018		A		848,857		⁽⁸⁾	08/30/2021	Common Stock	848,857	$0	848,857	D
Restricted Stock Right⁽⁹⁾	⁽⁹⁾	09/18/2018		A		939,858		⁽⁹⁾	08/30/2021	Common Stock	939,858	$0	939,858	D

Explanation of Responses:

1. These shares are restricted and vest semi-annually, with 20% vesting in the first year and 40% vesting in each of the next two years following the grant date.

2. Each restricted stock right represents a contingent right to receive one share of K12 common stock. The restricted stock right vests upon K12's common stock achieving an average stock price that equals or exceeds $21.18 per share based on the average 30-calendar day closing stock price subsequent to seven days after the FY 2021 year end earnings release.

3. Each restricted stock right represents a contingent right to receive one share of K12 common stock. The restricted stock right vests upon K12's common stock achieving an average stock price that equals or exceeds $22.63 per share based on the average 30-calendar day closing stock price subsequent to seven days after the FY 2021 year end earnings release.

4. Each restricted stock right represents a contingent right to receive one share of K12 common stock. The restricted stock right vests upon K12's common stock achieving an average stock price that equals or exceeds $25.86 per share based on the average 30-calendar day closing stock price subsequent to seven days after the FY 2021 year end earnings release.

5. Each restricted stock right represents a contingent right to receive one share of K12 common stock. The restricted stock right vests upon K12's common stock achieving an average stock price that equals or exceeds $29.38 per share based on the average 30-calendar day closing stock price subsequent to seven days after the FY 2021 year end earnings release.

6. Each restricted stock right represents a contingent right to receive one share of K12 common stock. The restricted stock right vests upon K12's common stock achieving an average stock price that equals or exceeds $33.21 per share based on the average 30-calendar day closing stock price subsequent to seven days after the FY 2021 year end earnings release.

7. Each restricted stock right represents a contingent right to receive one share of K12 common stock. The restricted stock right vests upon K12's common stock achieving an average stock price that equals or exceeds $37.35 per share based on the average 30-calendar day closing stock price subsequent to seven days after the FY 2021 year end earnings release.

8. Each restricted stock right represents a contingent right to receive one share of K12 common stock. The restricted stock right vests upon K12's common stock achieving an average stock price that equals or exceeds $46.65 per share based on the average 30-calendar day closing stock price subsequent to seven days after the FY 2021 year end earnings release.

9. Each restricted stock right represents a contingent right to receive one share of K12 common stock. The restricted stock right vests upon K12's common stock achieving an average stock price that equals or exceeds $57.38 per share based on the average 30-calendar day closing stock price subsequent to seven days after the FY 2021 year end earnings release.

	/s/ John C. Grothaus, attorney-in-fact	09/19/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Stride (LRN) Form 4K12 / NATHANIEL A DAVIS ownership change