Sec Form 4 Filing - HACKETT PATRICK T @ Bridgepoint Education Inc - 2016-03-29

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
HACKETT PATRICK T
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
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
13500 EVENING CREEK DRIVE NORTH
3. Date of Earliest Transaction (MM/DD/YY)
03/29/2016
(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 03/29/2016 M 3,021 A $ 0 ( 1 ) 7,981 D
Common Stock 27,710,574 I See footnote ( 2 ) ( 3 )
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) $ 10.59 03/29/2016 A 6,110 ( 4 ) 03/29/2026 Common Stock 6,110 $ 0 6,110 D
Restricted Stock Units ( 5 ) 03/29/2016 A 2,900 ( 6 ) ( 6 ) Common Stock 2,900 $ 0 2,900 D
Restricted Stock Units ( 5 ) 03/29/2016 M 3,021 ( 7 ) ( 7 ) Common Stock 3,021 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HACKETT PATRICK T
13500 EVENING CREEK DRIVE NORTH
SAN DIEGO, CA92128
X
Signatures
/s/ Diane L. Thompson, as Attorney-in-Fact 03/31/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On March 29, 2016, 3,021 of the reporting person's restricted stock units were settled for an equal number of shares of the issuer's common stock.
( 2 )Shares held by Warburg Pincus Private Equity VIII, L.P., a Delaware limited partnership (together with its two affiliated partnerships, "WP VIII"). The reporting person is a Member and Managing Director of Warburg Pincus LLC, a New York limited liability company ("WP LLC"), and a Partner of Warburg Pincus & Co., a New York general partnership ("WP"). WP is the managing member of Warburg Pincus Partners, L.P., a Delaware limited partnership ("WP Partners"), the general partner of WP VIII. WP VIII is managed by WP LLC. As a result, the reporting person may be deemed to have an indirect pecuniary interest (within the meaning of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) in an indeterminate portion of the securities that may be deemed to be beneficially owned by WP VIII, WP Partners, WP and WP LLC (collectively, the "Warburg Pincus Entities").
( 3 )The reporting person disclaims beneficial ownership of all securities that may be deemed to be beneficially owned by the Warburg Pincus Entities, except to the extent of any indirect pecuniary interest therein. This Form 4 shall not be deemed an admission that the reporting person or any other person referred to herein is a beneficial owner of any securities for purposes of Section 16 of the Exchange Act or for any other purposes.
( 4 )Subject to the reporting person's continuing service, 100% of the shares subject to the option shall vest and become exercisable on March 29, 2017.
( 5 )Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock.
( 6 )Subject to the reporting person's continuing service, 100% of the restricted stock units shall vest on March 29, 2017.
( 7 )On March 29, 2016, 100% of the restricted stock units vested and were settled for an equal number of shares of the issuer's common stock.

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