Sec Form 4 Filing - SHANK STEPHEN G @ CAPELLA EDUCATION CO - 2015-10-05

Insider filing report for Changes in Beneficial Ownership
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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
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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1. Name and Address of Reporting Person
SHANK STEPHEN G
2. Issuer Name and Ticker or Trading Symbol
CAPELLA EDUCATION CO [ CPLA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
225 SOUTH 6TH STREET, 9TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
10/05/2015
(Street)
MINNEAPOLIS, MN55402
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 10/05/2015 S 23,845 D $ 50.8737 ( 1 ) 378,709 ( 2 ) I By Trust ( 3 )
Common stock 10/06/2015 S 42,800 D $ 50.7886 ( 4 ) 335,909 ( 2 ) I By Trust ( 3 )
Common stock 10/07/2015 S 15,555 D $ 52.3814 ( 5 ) 320,354 ( 2 ) I By Trust ( 3 )
Common stock 79,600 I By Trust ( 6 )
Common stock 16,850 I By Trust ( 7 )
Common stock 114,544 I By Spouse's Trust ( 8 )
Common stock 79,600 I By Spouse's Trust ( 9 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SHANK STEPHEN G
225 SOUTH 6TH STREET, 9TH FLOOR
MINNEAPOLIS, MN55402
X
Signatures
/s/ Cristy Siede, Attorney-in-Fact for Stephen G. Shank 10/07/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects the weighted average sale price for sales made in the normal course of business on October 5, 2015 at prices ranging from $50.01 to $51.63. The reporting person under takes to provide upon request by the U.S. Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer full information regarding the number of shares sold at each separate price.
( 2 )Beneficially owned securities include 1,727 shares of common stock deferred on May 1, 2015 at the election of the reporting person. These deferred shares may be settled at the time the reporting person leaves the board or the company experiences a change in control.
( 3 )Shares held by the Stephen G. Shank Revocable Trust.
( 4 )Reflects the weighted average sale price for sales made in the normal course of business on October 6, 2015 at prices ranging from $50.44 to $51.45. The reporting person under takes to provide upon request by the U.S. Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer full information regarding the number of shares sold at each separate price.
( 5 )Reflects the weighted average sale price for sales made in the normal course of business on October 7, 2015 at prices ranging from $50.50 to $52.62. The reporting person under takes to provide upon request by the U.S. Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer full information regarding the number of shares sold at each separate price.
( 6 )Shares held by the Stephen G. Shank Sept. 2013 7-Yr Grantor Retained Annuity Trust.
( 7 )Shares held by the Shank Family 2013 Generation Skipping Trust.
( 8 )Shares held by the Judith F. Shank Revocable Trust.
( 9 )Shares held by the Judith F. Shank Sept 2013 7-Yr Grantor Retained Annuity Trust.

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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