Sec Form 4 Filing - McAuliffe Jane @ Bridgepoint Education Inc - 2013-12-03

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
McAuliffe Jane
2. Issuer Name and Ticker or Trading Symbol
Bridgepoint Education Inc [ BPI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP, Chief Academic Officer
(Last) (First) (Middle)
13500 EVENING CREEK DRIVE NORTH, SUITE 600
3. Date of Earliest Transaction (MM/DD/YY)
12/03/2013
(Street)
SAN DIEGO, CA92128
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 12/03/2013 M 4,426 A $ 0.585 6,759 D
Common Stock 12/03/2013 M 8,778 A $ 10.5 15,537 D
Common Stock 12/03/2013 M 2,066 A $ 0.315 17,603 D
Common Stock 12/03/2013 S( 1 ) 15,270 D $ 18.3195 ( 2 ) 2,333 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 (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
Stock Option (right to buy) $ 0.585 12/03/2013 M 2,114 ( 3 ) 11/27/2017 Common Stock 2,114 $ 0 23,254 D
Stock Option (right to buy) $ 0.585 12/03/2013 M 2,312 ( 4 ) 11/27/2017 Common Stock 2,312 $ 0 25,465 D
Stock Option (right to buy) $ 10.5 12/03/2013 M 8,778 ( 5 ) 04/14/2019 Common Stock 8,778 $ 0 102,333 D
Stock Option (right to buy) $ 0.315 12/03/2013 M 2,066 ( 6 ) 02/15/2016 Common Stock 2,066 $ 0 22,748 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
McAuliffe Jane
13500 EVENING CREEK DRIVE NORTH
SUITE 600
SAN DIEGO, CA92128
EVP, Chief Academic Officer
Signatures
/s/ Diane L. Thompson, as Attorney-in-Fact 12/05/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The sale of shares reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan entered into by the reporting person on August 28, 2013.
( 2 )Represents the weighted average share price of an aggregate total of 15,270 shares sold in the price range of $18.17 to $18.45 by the reporting person. The reporting person undertakes to provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
( 3 )Subject to the reporting person's continuing service, this option vests and becomes exercisable as follows: (i) 25% of the option vests on the first anniversary of the vesting commencement date, (ii) an additional 2% of the option vests on each monthly anniversary of the vesting commencement date for the thirty-three months following the first anniversary of the vesting commencement date and (iii) an additional 3% of the option vests on each of the 46th, 47th and 48th monthly anniversaries of the vesting commencement date. The vesting commencement date for this option is November 27, 2007. This option became 100% vested and exercisable on November 27, 2011.
( 4 )Subject to the reporting person's continuing service, this option vests and becomes exercisable as follows: beginning with fiscal year 2008 and ending with fiscal year 2011, 25% of the option vests for each fiscal year in which the issuer's performance targets (as defined in the stock option award), based on our annual revenue and annual EBITDA, are achieved. For any fiscal year in which the annual performance targets are not achieved, such portion will vest if in any subsequent fiscal year the cumulative revenue and EBITDA targets are achieved (the cumulative targets are defined in the stock option award). This option became 100% vested and exercisable on December 31, 2011.
( 5 )Subject to the reporting person's continuing service, this option vests and becomes exercisable as follows: (i) 25% of the option vests on the first anniversary of the vesting commencement date, (ii) an additional 2% of the option vests on each monthly anniversary of the vesting commencement date for the thirty-three months following the first anniversary of the vesting commencement date and (iii) an additional 3% of the option vests on each of the 46th, 47th and 48th monthly anniversaries of the vesting commencement date. The vesting commencement date for this option is April 14, 2009. This option became 100% vested and exercisable on April 14, 2013.
( 6 )This option became 100% vested and exercisable on April 14, 2009.

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