Patrick T Hackett Form 4 Bridgepoint Education / PATRICK T HACKETT 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^*

HACKETT PATRICK T

(Last) (First) (Middle)

8620 SPECTRUM CENTER BLVD.

(Street)

SAN DIEGO CA 92123

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Bridgepoint Education Inc [ BPI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/29/2017

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	03/29/2017		M		2,900	A	$0.00(1)	10,881	D
Common Stock								9,638,285	I	See footnote(2)(3)(4)

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
Stock Option (right to buy)	$10.44	03/29/2017		A		6,100		(5)	03/29/2027	Common Stock	6,100	$0.00	6,100	D
Restricted Stock Unit	(6)	03/29/2017		A		2,840		(7)	(7)	Common Stock	2,840	$0.00	2,840	D
Restricted Stock Unit	(6)	03/29/2017		M		2,900		(8)	(8)	Common Stock	2,900	$0.00	0	D

Explanation of Responses:

1. On March 29, 2017, 2,900 of the reporting person's restricted stock units were settled for an equal number of shares of the issuer's common stock.

2. Reflects the Common Stock 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 director of the Company, Member and Managing Director of Warburg Pincus LLC, a New York limited liability company ("WP LLC"), and a Partner of Warburg Pincus & Co., a New York general partnership ("WP"). Warburg Pincus Partners, L.P., a Delaware limited partnership ("WP Partners"), is the general partner, both directly and indirectly, of WP VIII. Warburg Pincus Partners GP LLC, a Delaware limited liability company ("WP Partners GP"), is the general partner of WP Partners. WP is the managing member of WP Partners GP.

3. WP LLC is the manager of WP VIII. 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 Partners GP, WP and WP LLC (collectively, the "Warburg Pincus Entities").

4. All shares of Common Stock indicated as indirectly owned by Mr. Hackett are included because of his affiliation with the Warburg Pincus Entities. The 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.

5. Subject to the reporting person's continuing service, 100% of the shares subject to the option shall vest and become exercisable on March 29, 2018.

6. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock.

7. Subject to the reporting person's continuing service, 100% of the restricted stock units shall vest on March 29, 2018.

8. On March 29, 2017, 100% of the restricted stock units vested and were settled for an equal number of shares of the issuer's common stock.

	/s/ Diane L. Thompson, as Attorney-in-Fact	03/31/2017
	** 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).
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