Edgar Filing: CAPELLA EDUCATION CO

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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

OMB APPROVAL

OMB Number:

3235-0104

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â REYNOLDS JON Q JR

2. Date of Event Requiring Statement (Month/Day/Year)
11/09/2006

3. Issuer Name and Ticker or Trading Symbol
CAPELLA EDUCATION CO [CPLA]

(Last)

(First)

(Middle)

C/O TECHNOLOGY CROSSOVER VENTURES,Â 528 RAMONA STREET

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

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
May be part of 13(g) group

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

(Street)

PALO ALTO,Â CAÂ 94301

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 Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	6,289	I	TCV V, L.P. ⁽¹⁾
Common Stock	119	I	TCV Member Fund, L.P. ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	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.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Preferred Stock	Â ⁽³⁾	Â ⁽⁴⁾	Common Stock	68,868	$ ⁽⁵⁾	I	TCV V, L.P. ⁽¹⁾
Class B Preferred Stock	Â ⁽³⁾	Â ⁽⁴⁾	Common Stock	1,301	$ ⁽⁵⁾	I	TCV Member Fund, L.P. ⁽²⁾
Class E Preferred Stock	Â ⁽³⁾	Â ⁽⁴⁾	Common Stock	1,372,195	$ ⁽⁶⁾	I	TCV V, L.P. ⁽¹⁾
Class E Preferred Stock	Â ⁽³⁾	Â ⁽⁴⁾	Common Stock	25,919	$ ⁽⁶⁾	I	TCV Member Fund, L.P. ⁽²⁾
Class G Preferred Stock	Â ⁽³⁾	Â ⁽⁴⁾	Common Stock	376,872	$ ⁽⁵⁾	I	TCV V, L.P. ⁽¹⁾
Class G Preferred Stock	Â ⁽³⁾	Â ⁽⁴⁾	Common Stock	7,118	$ ⁽⁵⁾	I	TCV Member Fund, L.P. ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
REYNOLDS JON Q JR C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO,Â CAÂ 94301	Â X	Â X	Â	May be part of 13(g) group
HOAG JAY C C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO,Â CAÂ 94301	Â	Â X	Â	May be part of 13(g) group
KIMBALL RICK C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO,Â CAÂ 94301	Â	Â X	Â	May be part of 13(g) group
DREW JOHN C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO,Â CAÂ 94301	Â	Â X	Â	May be part of 13(g) group
GRIFFITH WILLIAM C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO,Â CAÂ 94301	Â	Â X	Â	May be part of 13(g) group
FEINBERG HENRY C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO,Â CAÂ 94301	Â	Â X	Â	May be part of 13(g) group
TECHNOLOGY CROSSOVER MANAGEMENT V LLC C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO,Â CAÂ 94301	Â	Â X	Â	May be part of 13(g) group
TCV V LP C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO,Â CAÂ 94301	Â	Â X	Â	May be part of 13(g) group
TCV MEMBER FUND L P C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO,Â CAÂ 94301	Â	Â X	Â	May be part of 13(g) group

Signatures

Carla S. Newell Authorized signatory for Jon Q. Reynolds Jr.		11/09/2006
^**Signature of Reporting Person		Date
Carla S. Newell Authorized signatory for Jay C. Hoag		11/09/2006
^**Signature of Reporting Person		Date
Carla S. Newell Authorized signatory for Richard H. Kimball		11/09/2006
^**Signature of Reporting Person		Date
Carla S. Newell Authorized signatory for John L. Drew		11/09/2006
^**Signature of Reporting Person		Date
Carla S. Newell Authorized signatory for William J.G. Griffith IV		11/09/2006
^**Signature of Reporting Person		Date
Carla S. Newell Authorized signatory for Henry J. Feinberg		11/09/2006
^**Signature of Reporting Person		Date
Carla S. Newell Authorized signatory for Technology Crossover Management V, L.L.C.		11/09/2006
^**Signature of Reporting Person		Date
Carla S. Newell Authorized signatory for TCV V, L.P.		11/09/2006
^**Signature of Reporting Person		Date
Carla S. Newell Authorized signatory for TCV V Member Fund, L.P.		11/09/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	These shares are directly held by TCV V, L.P. Each of John L. Drew ("Drew"), Jay C. Hoag ("Hoag"), Richard H. Kimball ("Kimball"), Jon Q. Reynolds, Jr. ("Reynolds"), William J.G. Griffith IV ("Griffith") and Henry J. Feinberg ("Feinberg") (collectively the "TCM Members") are members of Technology Crossover Management V, L.L.C. ("TCM V") which is the sole general partner of TCV V, L.P. The TCM Members and TCM V may be deemed to beneficially own the shares held by TCV V, L.P. but the TCM Members and TCM V disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.
(2)	These shares are directly held by TCV Member Fund, L.P. Each of the TCM Members are members of TCM V which is a general partner of TCV Member Fund, L.P. The TCM Members and TCM V may be deemed to beneficially own the shares held by TCV Member Fund, L.P. but the TCM Members and TCM V disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.
(3)	Immediately
(4)	Not applicable
(5)	Each outstanding share of the Issuer's Class B and Class G Class Preferred Stock will automatically convert into one (1) share of the Issuer's Common Stock upon the closing of firm committment underwritten public offering of the Issuer's Common Stock under the 1933 Act ("IPO").
(6)	Upon the closing of the Issuer's IPO, each outstanding share of the Issuer's Series E Preferred Stock will automatically convert into 1.040384 shares of the Issuer's Common Stock and is shown on an as converted basis.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.