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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1. Name and Address of Reporting Person * Cassirer Christopher   2. Issuer Name and Ticker or Trading Symbol CAPELLA EDUCATION CO [CPLA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) University President (Last) (First) (Middle) 225 SOUTH 6TH STREET, 9TH FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 05/11/2009 (Street) MINNEAPOLIS, MN 55402 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) Code V Amount (A) or (D) Price Common stock 05/11/2009   M   2,500 A $ 20 2,500 D   Common stock 05/11/2009   S   100 D $ 50.06 2,400 D   Common stock 05/11/2009   S   100 D $ 50.05 2,300 D   Common stock 05/11/2009   S   100 D $ 50.02 2,200 D   Common stock 05/11/2009   S   2,200 D $ 50 0 D   Common stock               24.4517 I By Retirement Savings Plan

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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

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock option (right to buy)

$ 20

05/11/2009

M

2,500

(1)

04/19/2016

Common stock

2,500

$ 0

2,500

D

Stock option (right to buy)

$ 51.21

05/12/2009

A

8,000

(2)

05/11/2016

Common stock

8,000

$ 0

8,000

D

Restricted Stock Units

(3)

05/12/2009

A

1,600

(3)

(3)

Common stock

1,600

$ 0

1,600

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Cassirer Christopher 225 SOUTH 6TH STREET, 9TH FLOOR MINNEAPOLIS, MN 55402			University President

Signatures

/s/ Gregory W. Thom, Attorney-in-Fact for Christopher Cassirer		05/13/2009
**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)	Immediately; option vests as to 25% of the shares annually beginning 4/20/07.
(2)	This option becomes exercisable in four equal annual installments beginning on the first anniversary of the date of the grant, 5/12/10.
(3)	Each restricted stock unit represents the right to receive one share of CPLA common stock. The restricted stock units vest and will be settled in vested shares after a three-year cliff vesting period effective 5/12/12.

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