Form 4 K12 INC For: Aug 24 Filed by: Rhyu James Jeaho

Form 4 K12 INC For: Aug 24 Filed by: Rhyu James Jeaho

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August 26, 2016 4:36 PM EDT

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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

OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
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
*

Rhyu James Jeaho
(Last) (First) (Middle)
2300 CORPORATE PARK DRIVE

(Street)

HERNDON VA 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)

Director 10% Owner
X Officer (give title below) Other (specify below)
EVP & Chief Financial Officer
3. Date of Earliest Transaction
(Month/Day/Year)
08/24/2016
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
08/24/2016
 
A
(1)

 

80,000

A
$

0


305,747

D

 
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
Explanation of Responses:
1. These shares are restricted and will vest as follows: 80% vest semi-annually, with 20% vesting in the first year and 40% vesting in each of the next two years following the grant date. The remaining 20% will only begin vesting upon the achievement of a performance objective. Upon certification of the extent to which the performance objective was achieved, the shares will vest as follows: 20% will vest immediately and 40% will vest semi-annually in each of the following two years.
/s/ John C. Grothaus, attorney-in-fact 08/26/2016
** 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.

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