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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

SHANK STEPHEN G
2. Issuer Name and Ticker or Trading Symbol

CAPELLA EDUCATION CO [ CPLA ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

225 SOUTH 6TH STREET, 9TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

8/31/2015
(Street)

MINNEAPOLIS, MN 55402
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   8/31/2015     S    3900   D $50.00   448584   (1) I   By Trust   (2)
Common stock                  79600   I   By Trust   (3)
Common stock                  16850   I   By Trust   (4)
Common stock                  114544   I   By Spouse's Trust   (5)
Common stock                  79600   I   By Spouse's Trust   (6)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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

Explanation of Responses:
( 1)  Beneficially owned securities include 1,727 shares of common stock deferred on May 1, 2015 at the election of the reporting person. These deferred shares may be settled at the time the reporting person leaves the board or the company experiences a change in control.
( 2)  Shares held by the Stephen G. Shank Revocable Trust.
( 3)  Shares held by the Stephen G. Shank Sept. 2013 7-Yr Grantor Retained Annuity Trust.
( 4)  Shares held by the Shank Family 2013 Generation Skipping Trust.
( 5)  Shares held by the Judith F. Shank Revocable Trust.
( 6)  Shares held by the Judith F. Shank Sept 2013 7-Yr Grantor Retained Annuity Trust.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
SHANK STEPHEN G
225 SOUTH 6TH STREET, 9TH FLOOR
MINNEAPOLIS, MN 55402
X



Signatures
/s/ Cristy Siede, Attorney-in-Fact for Stephen G. Shank 9/2/2015
** Signature of Reporting Person Date


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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
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