- Current report filing (8-K)
March 15 2012 - 4:12PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of
1934
Date of Report (Date of earliest event reported) March 15, 2012
Capella Education Company
(Exact name of Registrant as specified in its charter)
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Minnesota
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001-33140
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41-1717955
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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225 South 6
th
Street, 9
th
Floor
Minneapolis, Minnesota
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55402
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code (888) 227-3552
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (
see
General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 8.01.
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Other Events
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Stephen Shank, the founder of Capella Education Company (the Company) and a member of its board of directors, has entered into
a pre-arranged trading plan in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934. Under the trading plan, beginning in April 2012, Mr. Shank will sell up to 500,000 shares of the Companys common stock, depending on market
and other conditions. Mr. Shank has informed the Company he plans to sell the shares for tax and estate planning purposes. Giving effect to the proposed transaction, Mr. Shank will remain the Companys largest individual shareholder.
Rule 10b5-1 allows corporate executives to adopt prearranged trading plans when they are not in possession of material,
non-public information. Under these plans, corporate securities may be bought and sold under specified conditions over an extended period of time. The 10b5-1 rule allows individuals to gradually alter or diversify their portfolios while avoiding
concerns the transactions are occurring as a result of insider information.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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CAPELLA EDUCATION COMPANY
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Date: March 15, 2012
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By
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/s/ Gregory W. Thom
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Gregory W. Thom
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Senior Vice President, General Counsel and Secretary
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