Sec Form 4 Filing - KNOWLEDGE UNIVERSE LEARNING GROUP LLC @ K12 INC - 2013-09-03

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 KNOWLEDGE UNIVERSE LEARNING GROUP LLC 2. Issuer Name and Ticker or Trading Symbol K12 INC [ LRN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) See Remarks (Last) (First) (Middle) 1250 FOURTH STREET 3. Date of Earliest Transaction (MM/DD/YY) 09/03/2013 (Street) SANTA MONICA, CA90401 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 09/03/2013 J( 1 )( 2 ) 3,037,467 D $ 0 0 D ( 1 ) ( 2 )

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 Series A Special Stock, par value $0.0001 ( 1 ) ( 2 ) ( 3 ) 09/03/2013 J( 1 )( 2 ) 1,787,965 01/27/2011 ( 3 ) Common Stock 1,787,965 ( 3 ) 0 D ( 1 ) ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KNOWLEDGE UNIVERSE LEARNING GROUP LLC 1250 FOURTH STREET SANTA MONICA, CA90401 See Remarks Signatures /s/ Stanley E. Maron, By: Stanley E. Maron, Secretary of Knowledge Universe Learning Group LLC 09/04/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On September 3, 2013, Learning Group LLC distributed 4,665,083 shares of Common Stock and KCDL Holdings LLC ("KCDL") distributed 2,750,000 shares of Series A Special Stock ("Special Stock"), a series of Preferred Stock of K12, Inc. (the "Issuer"), to the partnership that is the sole member of each of Learning Group LLC and KCDL. Such partnership immediately made a pro rata distribution of these shares, together with other assets, to its limited partners, including the Reporting Person, and its general partner, which immediately made a pro rata distribution to its shareholders, including the Reporting Person. As a result of such distributions, the Reporting Person received 3,033,093 shares of Common Stock and 1,787,965 shares of Special Stock. The Reporting Person immediately distributed these shares, along with the 4,374 shares of Common Stock that it held directly, to its sole member. (continued on Footnote (2)) ( 2 )The receipt of such shares of Common Stock and Special Stock by each such recipient was exempt from Section 16 of the Securities Exchange Act of 1934, as amended, pursuant to Rules 16a-9 and 16a-13 promulgated thereunder. On prior Form 4s, pursuant to Form 4 Instruction 4(b)(iv), the Reporting Person reported indirect beneficial ownership of all of the shares of Common Stock previously held by Learning Group LLC and all of the shares of Special Stock previously held by KCDL. ( 3 )The shares of Special Stock are convertible into shares of Common Stock of the Issuer at any time on a one-for-one basis, with no expiration date, subject to certain anti-dilution provisions as set forth in the Certificate of Designations, Preferences and Relative and Other Special Rights, dated as of July 23, 2010 (the "Certificate of Designations"). Upon the satisfaction of certain conditions set forth in the Certificate of Designations, each share of Special Stock will automatically convert into one share of Common Stock.

Remarks: The Reporting Person may be deemed to be a group with entities that are controlled, directly or indirectly, by Michael R. Milken and/or Lowell J. Milken. The Reporting Person disclaims such group membership.

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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