Edgar Filing: K12 INC

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 ^*

MILKEN MICHAEL R

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 Footnotes (1)(2)(3)(4)(5)

(Last)

(First)

(Middle)

1250 FOURTH STREET

3. Date of Earliest Transaction (Month/Day/Year)
03/19/2008

(Street)

SANTA MONICA, CA 90401

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

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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	03/19/2008		X		114,135	A	$ 6.834	114,135	I ⁽¹⁾ ⁽²⁾ ⁽⁵⁾	Knowledge Industries LLC
Common Stock	03/19/2008		S		31,632	D	$ 24.66	82,503	I ⁽¹⁾ ⁽²⁾ ⁽⁵⁾	Knowledge Industries LLC
Common Stock								1,522	I ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾	Hampstead Associates, L.L.C.
Common Stock								4,665,083	I ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾	Learning Group LLC
Common Stock								609,171	I ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾	Learning Group Partners

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Common Stock Warrants (right to buy)

$ 6.834

03/19/2008

114,135

02/09/2006

04/08/2008

Common Stock

114,135

$ 0

I ⁽¹⁾ ⁽²⁾ ⁽⁵⁾

Knowledge Industries LLC

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MILKEN MICHAEL R 1250 FOURTH STREET SANTA MONICA, CA 90401				See Footnotes (1)(2)(3)(4)(5)
KNOWLEDGE INDUSTRIES LLC 1250 FOURTH STREET SANTA MONICA, CA 90401				See Footnotes (1)(2)(5)

Signatures

/s/ Michael R. Milken, An individual		03/21/2008
^**Signature of Reporting Person		Date
/s/ Stanley E. Maron, Secretary of Knowledge Industries LLC		03/21/2008
^**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)	The warrants of the Issuer ("warrants") were, and the shares of common stock of the Issuer issued upon exercise of the warrants are, held of record by Knowledge Industries LLC, a California limited liability company ("Knowledge Industries"). Michael R. Milken may be deemed to be a controlling person of 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 owned of record by Knowledge Industries, but disclaims such beneficial ownership except to the extent of his pecuniary interest therein.
(2)	On March 19, 2008, Knowledge Industries exercised the warrants in a cashless transaction with the Issuer pursuant to the terms of the warrants.
(3)	The shares of common stock of the Issuer are held of record by each of Hampstead Associates, L.L.C., a Delaware limited liability company ("Hampstead"), Learning Group LLC, a Delaware limited liability company ("Learning Group") and Learning Group Partners, a California general partnership ("Learning Group Partners"), respectively. Ridgeview Associates, LLC, a California limited liability company ("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, any securities owned of record by Hampstead. (continued on footnote 4)
(4)	Michael R. Milken may be deemed to be a controlling person of each of Learning Group, Learning Group Partners and Ridgeview 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 owned of record, or beneficially owned, by each of Learning Group, Learning Group Partners and Ridgeview, but disclaims such beneficial ownership except to the extent of his pecuniary interest therein.
(5)	The Reporting Persons may be deemed to be a group, and also may be deemed to be a group with Lowell J. Milken and other entities which are controlled, directly or indirectly, by Lowell J. Milken. The Reporting Persons disclaim such group membership. The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, 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.

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