SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)

K12 Inc.

(Name of Issuer)

Common Stock
(Title of Class of Securities)

48273U 102
(CUSIP Number)

December 31, 2008
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)
o Rule 13d-1(c)
þ Rule 13d-1(d)

¹ The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

CUSIP No.		48273U 102	13G

CUSIP No.		48273U 102	13G

CUSIP No.		48273U 102	13G

CUSIP No.		48273U 102	13G

CUSIP No.		48273U 102	13G

CUSIP No.		48273U 102	13G

CUSIP No.		48273U 102	13G

CUSIP No.		48273U 102	13G

CUSIP No.		48273U 102	13G

Item 1.

	(a)		Name of Issuer:
			K12 Inc.
	(b)		Address of Issuer’s Principal Executive Offices:
			2300 Corporate Park Drive Herndon, VA 20171

Item 2.

	(a)		Name of Persons Filing:
			Learning Group LLC Learning Group Partners Hampstead Associates, L.L.C. Cornerstone Financial Group LLC Knowledge Industries LLC Knowledge Universe Learning Group LLC Ridgeview Associates, LLC Lowell J. Milken Michael R. Milken
	(b)		Address of Principal Business Office:
			1250 Fourth Street Santa Monica, California 90401
	(c)		Citizenship:
			See Item 4 of each cover page.
	(d)		Title of Class of Securities:
			Common Stock
	(e)		CUSIP Number:
			48273U 102

Item 3.		If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Item 4. Ownership.

     (a) Amount Beneficially Owned:

Page 11 of 17 pages.

     Learning Group LLC (“Learning Group”) holds 4,665,083 shares of common stock of the Issuer. Knowledge Universe Learning Group LLC (“KULG”) holds warrants to purchase 7,965 shares of common stock of the Issuer. KULG also may be deemed to be a controlling person of Learning Group, and in such capacity may be deemed to have the power to direct the voting and disposition of, and to share beneficial ownership of, the securities owned of record by Learning Group.

     Learning Group Partners (“Learning Group Partners”) holds 399,171 shares of common stock of the Issuer.

     Hampstead Associates, L.L.C. (“Hampstead”) holds 1,522 shares of common stock of the Issuer. Ridgeview Associates, LLC (“Ridgeview”) is the manager and a member of Hampstead, and in such capacities may be deemed to have the power to direct the voting and disposition of, and to share beneficial ownership of, the securities owned of record by Hampstead.

     Cornerstone Financial Group LLC (“Cornerstone”) holds 82,503 shares of common stock of the Issuer, and warrants to purchase 2,497 shares of common stock of the Issuer.

     Knowledge Industries LLC (“Knowledge Industries”) holds 82,503 shares of common stock of the Issuer.

     Lowell J. Milken holds 20,000 shares of common stock of the Issuer.

     Lowell J. Milken may be deemed to be a controlling person of each of Learning Group, KULG, Learning Group Partners, Hampstead, Ridgeview and Cornerstone and in such capacities may be deemed to have the power to direct the voting and disposition of, and to share beneficial ownership of, any securities beneficially owned by any of such entities, but disclaims such beneficial ownership.

     Michael R. Milken may be deemed to be a controlling person of each of Learning Group, KULG, Learning Group Partners, Hampstead, Ridgeview and Knowledge Industries, and in such capacity may be deemed to have the power to direct the voting and disposition of, and to share beneficial ownership of, any securities beneficially owned by any of such entities, but disclaims such beneficial ownership.

     The persons named in Item 2(a) of this Schedule 13G may be deemed to be a group with respect to the securities of the Issuer which they hold directly or indirectly. Such persons disclaim such group membership.

     (b) Percent of Class:

     See Item 11 of each cover page.

Page 12 of 17 pages.

     (c) Number of shares as to which such person has:

     (i) Sole power to vote or direct the vote:

     See Item 5 of each cover page.

     (ii) Shared power to vote or direct the vote:

     See Item 6 of each cover page.

     (iii) Sole power to dispose or direct the disposition of:

     See Item 7 of each cover page.

     (iv) Shared power to dispose or direct the disposition of:

     See Item 8 of each cover page.

Item 5.		Ownership of Five Percent or Less of a Class.

		Not Applicable.

Item 6.		Ownership of More than Five Percent on Behalf of Another Person.

		See Item 4 above.

Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

		Not Applicable.

Item 8.		Identification and Classification of Members of the Group.

		See Attachment A.

Item 9.		Notice of Dissolution of Group.

		Not Applicable.

Item 10.		Certification.

		Not Applicable.

Page 13 of 17 pages.

SIGNATURES

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 11, 2009		Learning Group LLC,
		a Delaware limited liability company
		/s/ Stanley E. Maron   By: Stanley E. Maron,
		Its: Secretary
Dated: February 11, 2009		Learning Group Partners,
		a California general partnership
		/s/ Stanley E. Maron
		By: Stanley E. Maron,
		Its: Secretary
Dated: February 11, 2009		Hampstead Associates, L.L.C.,
		a Delaware limited liability company
		/s/ Stanley E. Maron
		By: Stanley E. Maron,
		Its: Secretary
Dated: February 11, 2009		Cornerstone Financial Group LLC,
		a California limited liability company
		/s/ Stanley E. Maron
		By: Stanley E. Maron,
		Its: Secretary
Dated: February 11, 2009		Knowledge Industries LLC,
		a California limited liability company
		/s/ Stanley E. Maron
		By: Stanley E. Maron,
		Its: Secretary

Page 14 of 17 pages.

Dated: February 11, 2009		Knowledge Universe Learning Group LLC,
		a Delaware limited liability company
		/s/ Stanley E. Maron   By: Stanley E. Maron,
		Its: Secretary
Dated: February 11, 2009		Ridgeview Associates, LLC,
		a California limited liability company
		/s/ Stanley E. Maron
		By: Stanley E. Maron,
		Its: Secretary
Dated: February 11, 2009
		/s/ Lowell J. Milken
		Lowell J. Milken,
		an individual
Dated: February 11, 2009
		/s/ Michael R. Milken
		Michael R. Milken,
		an individual

Page 15 of 17 pages.

ATTACHMENT A

     Learning Group LLC, a Delaware limited liability company, Learning Group Partners, a California general partnership, Hampstead Associates, L.L.C., a Delaware limited liability company, Ridgeview Associates, LLC, a California limited liability company, Cornerstone Financial Group LLC, a California limited liability company, Knowledge Industries LLC, a California limited liability company, Knowledge Universe Learning Group, a Delaware limited liability company, Lowell J. Milken, an individual, and Michael R. Milken, an individual may be deemed to be a group under Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) with respect to the securities of the issuer. Such persons disclaim such group membership. The filing of this statement shall not be deemed an admission that, for purposes of Section 13 of the Exchange Act, or otherwise, a Reporting Person is the beneficial owner of equity securities covered by this statement or any other statement that are beneficially owned, directly or indirectly, by any other person.

Page 16 of 17 pages.

EXHIBIT INDEX

Exhibit 1 —      Joint Filing Agreement dated as of February 12, 2008 (incorporated by reference to Schedule 13G filed February 13, 2008)

Page 17 of 17 pages.