Sec Form 4 Filing - Clark Andrew S. @ Bridgepoint Education Inc - 2015-08-18

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 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 (MM/DD/YY) 08/18/2015 (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 08/18/2015 J( 1 )( 2 )( 3 )( 4 ) 50,000 D 613,444 I By trust ( 5 ) Common Stock 08/19/2015 J( 1 )( 2 )( 3 )( 4 ) 50,000 D 563,444 I By trust ( 5 ) Common Stock 08/20/2015 J( 1 )( 2 )( 3 )( 4 ) 50,000 D 513,444 I By trust ( 5 ) Common Stock 30,694 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 Forward Sale Contract (obligation to sell) ( 2 ) ( 3 ) ( 4 ) 08/18/2015 J( 1 )( 2 )( 3 )( 4 ) 50,000 08/18/2015 08/18/2015 Common Stock 50,000 ( 2 ) ( 3 ) ( 4 ) $ 0 0 ( 2 ) ( 3 ) ( 4 ) I 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 08/19/2015 Common Stock 50,000 ( 2 ) ( 3 ) ( 4 ) $ 0 0 ( 2 ) ( 3 ) ( 4 ) I 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 08/20/2015 Common Stock 50,000 ( 2 ) ( 3 ) ( 4 ) $ 0 0 ( 2 ) ( 3 ) ( 4 ) I By Trust ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Clark Andrew S. 13500 EVENING CREEK DRIVE NORTH SAN DIEGO, CA92128 X Chief Executive Officer Signatures /s/ Diane L. Thompson, as Attorney-in-Fact 08/20/2015 Signature of Reporting Person Date

Explanation of Responses:

( 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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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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