Edgar Filing: Bridgepoint Education Inc

Ownership Submission

FORM 4

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Clark Andrew S.

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
__X__ Officer (give title below)	_____ Other (specify below)
Chief Executive Officer

(Last)

(First)

(Middle)

13500 EVENING CREEK DRIVE NORTH

3. Date of Earliest Transaction (Month/Day/Year)
08/18/2015

(Street)

SAN DIEGO, CA 92128

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	08/18/2015		J⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		50,000	D	⁽²⁾ ⁽³⁾ ⁽⁴⁾	613,444	I	By trust ⁽⁵⁾
Common Stock	08/19/2015		J⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		50,000	D	⁽²⁾ ⁽³⁾ ⁽⁴⁾	563,444	I	By trust ⁽⁵⁾
Common Stock	08/20/2015		J⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		50,000	D	⁽²⁾ ⁽³⁾ ⁽⁴⁾	513,444	I	By trust ⁽⁵⁾
Common Stock								30,694	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Forward Sale Contract (obligation to sell)

⁽²⁾ ⁽³⁾ ⁽⁴⁾

08/18/2015

J⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾

50,000

08/18/2015

Common Stock

50,000 ⁽²⁾ ⁽³⁾ ⁽⁴⁾

$ 0

0 ⁽²⁾ ⁽³⁾ ⁽⁴⁾

By Trust ⁽⁵⁾

Forward Sale Contract (obligation to sell)

⁽²⁾ ⁽³⁾ ⁽⁴⁾

08/19/2015

J⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾

50,000

08/19/2015

Common Stock

50,000 ⁽²⁾ ⁽³⁾ ⁽⁴⁾

$ 0

0 ⁽²⁾ ⁽³⁾ ⁽⁴⁾

By Trust ⁽⁵⁾

Forward Sale Contract (obligation to sell)

⁽²⁾ ⁽³⁾ ⁽⁴⁾

08/20/2015

J⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾

50,000

08/20/2015

Common Stock

50,000 ⁽²⁾ ⁽³⁾ ⁽⁴⁾

$ 0

0 ⁽²⁾ ⁽³⁾ ⁽⁴⁾

By Trust ⁽⁵⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Clark Andrew S. 13500 EVENING CREEK DRIVE NORTH SAN DIEGO, CA 92128	X		Chief Executive Officer

Signatures

/s/ Diane L. Thompson, as Attorney-in-Fact		08/20/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Transaction code is J/K.
(2)	On 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.
(3)	The 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.
(4)	On 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.
(5)	Shares 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.

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