Sec Form 4 Filing - DAVIS NATHANIEL A @ K12 INC - 2018-09-18

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 DAVIS NATHANIEL A 2. Issuer Name and Ticker or Trading Symbol K12 INC [ LRN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman and CEO (Last) (First) (Middle) 2300 CORPORATE PARK DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 09/18/2018 (Street) HERNDON, VA20171 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 09/18/2018 A( 1 ) 115,674 A $ 0 717,874 D Common Stock 382,349 I Nathaniel A Davis Revocable Trust

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 Restricted Stock Right ( 2 ) ( 2 ) 09/18/2 018 A 38,254 ( 2 ) 08/30/2021 Common Stock 38,254 $ 0 38,254 D Restricted Stock Right ( 3 ) ( 3 ) 09/18/2018 A 413,331 ( 3 ) 08/30/2021 Common Stock 413,331 $ 0 413,331 D Restricted Stock Right ( 4 ) ( 4 ) 09/18/2018 A 528,571 ( 4 ) 08/30/2021 Common Stock 528,571 $ 0 528,571 D Restricted Stock Right ( 5 ) ( 5 ) 09/18/2018 A 596,022 ( 5 ) 08/30/2021 Common Stock 596,022 $ 0 596,022 D Restricted Stock Right ( 6 ) ( 6 ) 09/18/2018 A 724,185 ( 6 ) 08/30/2021 Common Stock 724,185 $ 0 724,185 D Restricted Stock Right ( 7 ) ( 7 ) 09/18/2018 A 727,673 ( 7 ) 08/30/2021 Common Stock 727,673 $ 0 727,673 D Restricted Stock Right ( 8 ) ( 8 ) 09/18/2018 A 848,857 ( 8 ) 08/30/2021 Common Stock 848,857 $ 0 848,857 D Restricted Stock Right ( 9 ) ( 9 ) 09/18/2018 A 939,858 ( 9 ) 08/30/2021 Common Stock 939,858 $ 0 939,858 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DAVIS NATHANIEL A 2300 CORPORATE PARK DRIVE HERNDON, VA20171 X Chairman and CEO Signatures /s/ John C. Grothaus, attorney-in-fact 09/19/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares are restricted and vest semi-annually, with 20% vesting in the first year and 40% vesting in each of the next two years following the grant date. ( 2 )Each restricted stock right represents a contingent right to receive one share of K12 common stock. The restricted stock right vests upon K12's common stock achieving an average stock price that equals or exceeds $21.18 per share based on the average 30-calendar day closing stock price subsequent to seven days after the FY 2021 year end earnings release. ( 3 )Each restricted stock right represents a contingent right to receive one share of K12 common stock. The restricted stock right vests upon K12's common stock achieving an average stock price that equals or exceeds $22.63 per share based on the average 30-calendar day closing stock price subsequent to seven days after the FY 2021 year end earnings release. ( 4 )Each restricted stock right represents a contingent right to receive one share of K12 common stock. The restricted stock right vests upon K12's common stock achieving an average stock price that equals or exceeds $25.86 per share based on the average 30-calendar day closing stock price subsequent to seven days after the FY 2021 year end earnings release. ( 5 )Each restricted stock right represents a contingent right to receive one share of K12 common stock. The restricted stock right vests upon K12's common stock achieving an average stock price that equals or exceeds $29.38 per share based on the average 30-calendar day closing stock price subsequent to seven days after the FY 2021 year end earnings release. ( 6 )Each restricted stock right represents a contingent right to receive one share of K12 common stock. The restricted stock right vests upon K12's common stock achieving an average stock price that equals or exceeds $33.21 per share based on the average 30-calendar day closing stock price subsequent to seven days after the FY 2021 year end earnings release. ( 7 )Each restricted stock right represents a contingent right to receive one share of K12 common stock. The restricted stock right vests upon K12's common stock achieving an average stock price that equals or exceeds $37.35 per share based on the average 30-calendar day closing stock price subsequent to seven days after the FY 2021 year end earnings release. ( 8 )Each restricted stock right represents a contingent right to receive one share of K12 common stock. The restricted stock right vests upon K12's common stock achieving an average stock price that equals or exceeds $46.65 per share based on the average 30-calendar day closing stock price subsequent to seven days after the FY 2021 year end earnings release. ( 9 )Each restricted stock right represents a contingent right to receive one share of K12 common stock. The restricted stock right vests upon K12's common stock achieving an average stock price that equals or exceeds $57.38 per share based on the average 30-calendar day closing stock price subsequent to seven days after the FY 2021 year end earnings release.

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).

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