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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
o Rule 13d-1(c)
þ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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 control number.
CUSIP No. |
139594 10 5 |
13G | Page | 2 |
of | 11 |
1 | NAMES OF REPORTING PERSONS: Cherry Tree Ventures IV, L.P. |
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
Minnesota | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 1,748,000 (See Item 4) | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
1,748,000 (See Item 4) | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
1,748,000 (See Item 4) | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
10.95% (See Item 4) | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
PN |
CUSIP No. |
139594 10 5 |
13G | Page | 3 |
of | 11 |
1 | NAMES OF REPORTING PERSONS: CTV Partners IV LP |
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
Minnesota | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 1,748,000 (See Item 4) | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
1,748,000 (See Item 4) | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
1,748,000 (See Item 4) | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
10.95% (See Item 4) | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
PN |
CUSIP No. |
139594 10 5 |
13G | Page | 4 |
of | 11 |
1 | NAMES OF REPORTING PERSONS: Cherry Tree Core Growth Fund, L.L.L.P. |
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
Minnesota | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 31,746 (See Item 4) | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
31,746 (See Item 4) | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
31,746 (See Item 4) | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
0.20% (See Item 4) | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
PN |
CUSIP No. |
139594 10 5 |
13G | Page | 5 |
of | 11 |
1 | NAMES OF REPORTING PERSONS: Cherry Tree Investments, LLC |
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
Minnesota | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 31,746 (See Item 4) | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
31,746 (See Item 4) | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
31,746 (See Item 4) | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
0.20% (See Item 4) | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
OO |
CUSIP No. |
139594 10 5 |
13G | Page | 6 |
of | 11 |
1 | NAMES OF REPORTING PERSONS: Gordon Stofer |
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
United States | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 1,779,746 (See Item 4) | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
1,779,746 (See Item 4) | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
1,779,746 (See Item 4) | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
11.15% (See Item 4) | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
IN |
CUSIP No. |
139594 10 5 |
13G | Page | 7 |
of | 11 |
1 | NAMES OF REPORTING PERSONS: |
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
Tony J. Christianson | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
United States | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 1,779,746 (See Item 4) | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
1,779,746 (See Item 4) | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
1,779,746 (See Item 4) | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
11.15% (See Item 4) | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
IN |
(a) | Name of Issuer | ||
Capella Education Company (the Company) | |||
(b) | Address of Issuers Principal Executive Offices | ||
225 South Sixth Street, 9th Floor Minneapolis, MN 55402 |
(a) | Name of Person Filing | ||
(i) Cherry Tree Ventures IV, L.P., a Minnesota limited partnership (CTV IV), with respect to the common stock directly owned by it. | |||
(ii) CTV Partners IV LP, a Minnesota limited partnership (CTV Partners), with respect to the common stock beneficially owned by it. CTV Partners is the sole general partner of CTV IV. | |||
(iii) Cherry Tree Core Growth Fund, L.L.L.P., Minnesota limited liability limited partnership (CTCGF), with respect to the common stock directly owned by it. | |||
(iv) Cherry Tree Investments, LLC, a Minnesota limited liability company (CTI), with respect to the common stock beneficially owned by it. CTI is the sole general partner of CTCGF. | |||
(v) Gordon Stofer, an individual (Stofer), with respect to the common stock beneficially owned by him. Mr. Stofer is a managing partner of CTV Partners and a managing member of CTI. | |||
(vi) Tony J. Christianson, an individual (Christianson), with respect to the common stock beneficially owned by him. Mr. Christianson is a managing partner of CTV Partners and a managing member of CTI. | |||
(b) | Address of Principal Business Office or, if none, Residence | ||
The address of CTV IV, CTV Partners, CTCGF, CTI and Messrs. Stofer and Christianson is: |
(c) | Citizenship | ||
CTV IV, CTV Partners, CTCGF, CTI are organized under the laws of Minnesota. | |||
Messrs. Stofer and Christianson and citizens of the United States. | |||
(d) | Title of Class of Securities | ||
Common Stock, Par Value $0.10 Per Share | |||
(e) | CUSIP Number | ||
139594 10 5 |
(a) | o Broker or dealer registered under section 15 of the Act. | ||
(b) | o Bank as defined in section 3(a)(6) of the Act. | ||
(c) | o Insurance company as defined in section 3(a)(19) of the Act. | ||
(d) | o Investment company registered under section 8 of the Investment Company Act of 1940. |
Page 8 of 11
(e) | o An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E). | ||
(f) | o An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F). | ||
(g) | o A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G). | ||
(h) | o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. | ||
(i) | o A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the
Investment Company Act of 1940. |
||
(j) | o Group, in accordance with § 240.13d-1(b)(1)(ii)(J). |
(a) | Amount Beneficially Owned: See Item 9 on the cover pages. |
(b) | Percent of Class: See Item 11 on the cover pages. | ||
(c) | Number of shares as to which such person has: |
(i) | Sole power to vote or to direct the vote: 0 | ||
(ii) | Shared power to vote or to direct the vote: See Item 6 on the cover pages. | ||
(iii) | Sole power to dispose or to direct the disposition of: 0 | ||
(iv) | Shared power to dispose or to direct the disposition of: See Item 8 on the cover pages. |
Instruction. | For computations regarding securities which represent a right to acquire an underlying security see §240.13d3(d)(1). |
Instruction. | Dissolution of a group requires a response to this item. |
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
Page 9 of 11
February 7, 2007 | ||||
Date | ||||
/s/ Gordon Stofer
|
||||
Signature | ||||
Gordon Stofer, for himself and as Managing Partner of CTV Partners IV LP, the General Partner of Cherry Tree Ventures IV, L.P.; and as Managing Member of Cherry Tree Investments, LLC, the General Partner of Cherry Tree Core Growth Fund, L.L.L.P. | ||||
Name/Title | ||||
February 7, 2007 | ||||
Date | ||||
/s/ Tony J. Christianson | ||||
Signature | ||||
Tony J. Christianson, for himself and as Managing Partner of CTV Partners IV LP, the General Partner of Cherry Tree Ventures IV, L.P.; and as Managing Member of Cherry Tree Investments, LLC, the General Partner of Cherry Tree Core Growth Fund, L.L.L.P. | ||||
Name/Title |
Page 10 of 11
By: | /s/ Gordon Stofer
|
|||||
By: | /s/ Tony J. Christianson
|
Page 11 of 11