Edgar Filing: Heath Chad N.

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Heath Chad N.

2. Issuer Name and Ticker or Trading Symbol
Grand Canyon Education, Inc. [LOPE]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

601 WEST FIFTH STREET, SUITE 700

3. Date of Earliest Transaction (Month/Day/Year)
11/19/2008

(Street)

LOS ANGELES, CA 90071

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/19/2008		C		7,692,938 ⁽¹⁾ ⁽²⁾	A	⁽²⁾	7,692,938 ⁽¹⁾	I	Endeavour Capital Fund IV, L.P.
Common Stock	11/19/2008		C		831,886 ⁽¹⁾ ⁽³⁾	A	⁽³⁾	8,524,824 ⁽¹⁾	I	Endeavour Capital Fund IV, L.P.
Common Stock	11/19/2008		C		471,108 ⁽¹⁾ ⁽²⁾	A	⁽²⁾	471,108 ⁽¹⁾	I	Endeavour Associates Fund IV, L.P.
Common Stock	11/19/2008		C		51,007 ⁽¹⁾ ⁽³⁾	A	⁽³⁾	522,115 ⁽¹⁾	I	Endeavour Associates Fund IV, L.P.
Common Stock	11/19/2008		C		871,002 ⁽¹⁾ ⁽²⁾	A	⁽²⁾	871,002 ⁽¹⁾	I	Endeavour Capital Parallel Fund IV, L.P.
Common Stock	11/19/2008		C		94,197 ⁽¹⁾ ⁽³⁾	A	⁽³⁾	965,199 ⁽¹⁾	I	Endeavour Capital Parallel Fund IV, L.P.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A Preferred Stock

⁽²⁾

11/19/2008

4,213 ⁽¹⁾ ⁽²⁾

⁽²⁾

Common Stock

7,692,938 ⁽¹⁾ ⁽²⁾

$ 0

Endeavour Capital Fund IV, L.P.

Series C Preferred Stock

⁽³⁾

11/19/2008

1,426.09 ⁽¹⁾ ⁽³⁾

⁽³⁾

Common Stock

831,886 ⁽¹⁾ ⁽³⁾

$ 0

Endeavour Capital Fund IV, L.P.

Series A Preferred Stock

⁽²⁾

11/19/2008

258 ⁽¹⁾ ⁽²⁾

⁽²⁾

Common Stock

471,108 ⁽¹⁾ ⁽²⁾

$ 0

Endeavour Associates Fund IV, L.P.

Series C Preferred Stock

⁽³⁾

11/19/2008

87.44 ⁽¹⁾ ⁽³⁾

⁽³⁾

Common Stock

51,007 ⁽¹⁾ ⁽³⁾

$ 0

Endeavour Associates Fund IV, L.P.

Series A Preferred Stock

⁽²⁾

11/19/2008

477 ⁽¹⁾ ⁽²⁾

⁽²⁾

Common Stock

871,002 ⁽¹⁾ ⁽²⁾

$ 0

Endeavour Capital Parallel Fund IV, L.P.

Series C Preferred Stock

⁽³⁾

11/19/2008

161.48 ⁽¹⁾ ⁽³⁾

⁽³⁾

Common Stock

94,197 ⁽¹⁾ ⁽³⁾

$ 0

Endeavour Capital Parallel Fund IV, L.P.

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Heath Chad N. 601 WEST FIFTH STREET, SUITE 700 LOS ANGELES, CA 90071	X	X

Signatures

/s/ Lyn Bickle, Attorney-in-Fact		11/21/2008
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Mr. Heath is a managing director of Endeavour Capital IV, LLC, which is the general partner of Endeavour Capital Fund IV, L.P., Endeavour Associates Fund IV, L.P. and Endeavour Capital Parallel Fund IV, L.P. Mr. Heath disclaims beneficial ownership of these shares except to the extent of his respective pecuniary interest.
(2)	Upon the closing of the initial public offering of the Issuer's Common Stock, the shares of Series A Preferred Stock reported in Column 5 of Table II automatically converted into the number of shares of the Issuer's Common Stock reported in Column 7 of Table II, for no additional consideration.
(3)	Upon the closing of the initial public offering of the Issuer's Common Stock, the shares of Series C Preferred Stock reported in Column 5 of Table II automatically converted into the number of shares of the Issuer's Common Stock reported in Column 7 of Table II, for no additional consideration.

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