Sec Form 4 Filing - REYNOLDS JON Q JR @ CAPELLA EDUCATION CO - 2008-02-27

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person REYNOLDS JON Q JR 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) X __ Other (specify below) May be part of 13(g) group (Last) (First) (Middle) C/O TECHNOLOGY CROSSOVER VENTURES, 528 RAMONA STREET 3. Date of Earliest Transaction (MM/DD/YY) 02/27/2008 (Street) PALO ALTO, CA94301 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 02/27/2008 J( 1 ) 605,483 D $ 0 0 I TCV V, L.P. ( 2 ) Common Stock 02/27/2008 J( 3 ) 11,462 D $ 0 0 I TCV Member Fund, L.P. ( 4 ) Common Stock 02/27/2008 J( 5 ) 1,200 A $ 0 1,200 I The Reynolds Family Trust ( 6 )

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 REYNOLDS JON Q JR C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA94301 X May be part of 13(g) group Signatures Carla S. Newell Authorized signatory for Jon Q. Reynolds Jr. 02/29/2008 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In kind pro-rata distribution from TCV V, L.P. to its limited partners without consideration. ( 2 )These shares were directly held by TCV V, L.P. Jon Q. Reynolds, Jr. is a Class A Member of Technology Crossover Management V, L.L.C. ("TCM V") which is the general partner of TCV V, L.P. Mr. Reynolds may have been deemed to beneficially own the shares held by TCV V, L.P. but disclaimed beneficial ownership of such shares except to the extent of his pecuniary interest therein. ( 3 )In kind pro-rata distribution from TCV Member Fund, L.P. to its limited partners without consideration. ( 4 )These shares were directly held by TCV Member Fund, L.P. Jon Q. Reynolds, Jr. is (i) a Class A Member of TCM V which is a general partner of TCV Member Fund, L.P. and (ii) a limited partner of TCV Member Fund, L.P. Mr. Reynolds may have been deemed to beneficially own the shares held by TCV Member Fund, L.P. but disclaimed beneficial ownership of such shares except to the extent of his pecuniary interest therein. ( 5 )Acquisition by the Reynolds Family Trust pursuant to an in kind pro-rata distribution from TCV Member Fund, L.P. to its limited partners wtihout consideration. ( 6 )These shares are held by The Reynolds Family Trust. Jon Q. Reynolds, Jr. and his wife are the sole trustees of the The Reynolds Family Trust. Jon Q. Reynolds, Jr. disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

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.