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 *
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 __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
225 SOUTH 6TH STREET, 9TH FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
03/22/2013
(Street)

MINNEAPOLIS, MN 55402		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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)
Code V Amount (A) or (D) Price
Common stock 03/22/2013   G(1) V 53,724 D $ 0 0 I By Trust
Common stock 03/22/2013   G(1) V 53,724 A $ 0 694,719 I By Trust
Common stock 05/01/2013   M   205 A (2) 694,924 I By Trust
Common stock 05/01/2013   M   363 A (3) 695,287 I By Trust
Common stock 05/01/2013   M   2,465 A (4) 697,752 I By Trust
Common stock 03/22/2013   G(5) V 53,724 D $ 0 0 I By Spouse's Trust
Common stock 03/22/2013   G(5) V 53,724 A $ 0 107,653 I By Spouse's Trust
Common stock               96,750 I By Trust (6)
Common stock               56,143 I By Trust (7)
Common stock               165,000 I By Trust (8)
Common stock               96,750 I By Spouse's Trust (9)
Common stock               56,143 I By Spouse's Trust (10)

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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted stock unit (2) 05/01/2013   M     205 05/01/2013 05/01/2013 Common stock 205 (2) 0 I By Trust
Restricted stock unit (3) 05/01/2013   M     363 05/01/2013 05/01/2013 Common stock 363 (3) 363 I By Trust
Restricted stock unit (4) 05/01/2013   M     2,465 05/01/2013 05/01/2013 Common stock 2,465 (4) 0 I By 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   X    

Signatures

 /s/ Kimberly F. Stephan, Attorney-in-Fact for Stephen G. Shank   05/03/2013
**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) Gift from the Stephen G. Shank October 2011 7 Yr Grantor Retained Annuity Trust, the trustee of which is Mary Shank Retzlaff, the reporting person's daughter, to Steven G. Shank Revocable Trust, of which the reporting person is a trustee.
(2) Each restricted stock unit represents the right to receive one share of CPLA common stock. 205 restricted stock units vested on May 1, 2013 and were settled for an equal number of shares of CPLA common stock.
(3) Each restricted stock unit represents the right to receive one share of CPLA common stock. 363 restricted stock units vested on May 1, 2013 and were settled for an equal number of shares of CPLA common stock.
(4) Each restricted stock unit represents the right to receive one share of CPLA common stock. 2,465 restricted stock units vested on May 1, 2013 and were settled for an equal number of shares of CPLA common stock.
(5) Gift from the Judith F. Shank October 2011 7 Yr Grantor Retained Annuity Trust, the trustee of which is Susan Shank, the reporting person's daughter, to Judith F. Shank Revocable Trust, of which the reporting person is a trustee.
(6) Shares held by the Stephen G. Shank Dec 2012 7-Yr Grantor Retained Annuity Trust
(7) Shares held by the Stephen G. Shank Oct 2011 10-Yr Grantor Retained Annuity Trust
(8) Shares held by the Shank Family 2011 Generation Skipping Trust
(9) Shares held by the Judith F. Shank Dec 2012 7-Yr Grantor Retained Annuity Trust
(10) Shares held by the Judith F. Shank Oct 2011 10-Yr Grantor Retained Annuity Trust

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