sc13g
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b) AND
(c) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. )*
Capella Education Company
(Name of Issuer)
Common Stock
(Title of Class of Securities)
139594 10 5
(CUSIP Number)
December 31, 2006
(Date of Event Which Requires Filing of this Statement)
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).
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CUSIP No. |
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139594 10 5 |
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Page |
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2 |
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of |
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13 |
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1 |
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NAMES OF REPORTING PERSONS:
Maveron Equity Partners 2000, L.P. |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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IRS No.91-2007544 |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a) o |
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(b) þ (1) |
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3 |
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SEC USE ONLY: |
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4 |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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Delaware, United States of America |
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5 |
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SOLE VOTING POWER: |
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NUMBER OF |
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0 shares |
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SHARES |
6 |
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SHARED VOTING POWER: |
BENEFICIALLY |
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OWNED BY |
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923,123 shares of Common Stock (2) |
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EACH |
7 |
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SOLE DISPOSITIVE POWER: |
REPORTING |
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PERSON |
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0 shares |
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WITH: |
8 |
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SHARED DISPOSITIVE POWER: |
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923,123 shares of Common Stock (2) |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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923,123 shares of Common Stock (2) |
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10 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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o |
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11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): |
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5.79%(3) |
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12 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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PN |
(1) This Schedule 13G is filed by Maveron Equity Partners 2000, L.P. (Maveron 2000), Maveron Equity Partners 2000-B, L.P.
(Maveron 2000-B), MEP 2000 Associates LLC (MEP 2000), Maveron General Partner 2000 LLC (Maveron GP), Maveron LLC (Maveron LLC), Dan Levitan (Levitan), Howard Schultz (Schultz), and Debra Somberg (Somberg, together with Maveron 2000, Maveron 2000-B, MEP 2000, Maveron GP, Maveron LLC, Levitan and Schultz, collectively, the Maveron Entities). The Maveron Entities expressly disclaim status as a group for purposes of this Schedule 13G.
(2) Includes (i) 888,732 shares held by Maveron 2000; and (ii) 34,391 shares held by Maveron 2000-B. Maveron GP serves as the general partner of Maveron 2000 and Maveron 2000-B, and owns no securities of the Issuer directly. Levitan, Schultz and Somberg are managing members of Maveron GP and possess voting and dispositive power over the shares held by Maveron 2000 and Maveron 2000-B; however, they disclaim beneficial ownership of the shares held by Maveron 2000
and Maveron 2000-B, except to the extent of their pecuniary interests therein. The information with respect to the ownership of the Common Stock of the Issuer by the persons filing this statement on Schedule 13G is provided as of December 31, 2006.
(3) This percentage is calculated based upon 15,965,770 shares of the Issuers common stock outstanding as reported on the Issuers 424(b)(1) filed with the Securities and Exchange Commission on November 13, 2006.
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CUSIP No. |
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139594 10 5 |
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Page |
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3 |
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of |
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13 |
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1 |
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NAMES OF REPORTING PERSONS:
Maveron Equity Partners 2000-B, L.P. |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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IRS No. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a) o |
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(b) þ (1) |
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3 |
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SEC USE ONLY: |
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4 |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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Delaware, United States of America |
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5 |
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SOLE VOTING POWER: |
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NUMBER OF |
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0 shares |
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SHARES |
6 |
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SHARED VOTING POWER: |
BENEFICIALLY |
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OWNED BY |
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923,123 shares of Common Stock (2) |
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EACH |
7 |
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SOLE DISPOSITIVE POWER: |
REPORTING |
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PERSON |
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0 shares |
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WITH: |
8 |
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SHARED DISPOSITIVE POWER: |
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923,123 shares of Common Stock (2) |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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923,123 shares of Common Stock (2) |
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10 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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o |
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11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): |
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5.79%(3) |
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12 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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PN |
(1) This Schedule 13G is filed by Maveron Equity Partners 2000, L.P. (Maveron 2000), Maveron Equity Partners 2000-B, L.P.
(Maveron 2000-B), MEP 2000 Associates LLC (MEP 2000), Maveron General Partner 2000 LLC (Maveron GP), Maveron LLC (Maveron LLC), Dan Levitan (Levitan), Howard Schultz (Schultz), and Debra Somberg (Somberg, together with Maveron 2000, Maveron 2000-B, MEP 2000, Maveron GP, Maveron LLC, Levitan and Schultz, collectively, the Maveron Entities). The Maveron Entities expressly disclaim status as a group for purposes of this Schedule 13G.
(2) Includes (i) 888,732 shares held by Maveron 2000; and (ii) 34,391 shares held by Maveron
2000-B. Maveron GP serves as the general partner of Maveron 2000 and Maveron 2000-B, and owns no
securities of the Issuer directly. Levitan, Schultz and Somberg are managing members of Maveron GP
and possess voting and dispositive power over the shares held by Maveron 2000 and Maveron 2000-B;
however, they disclaim beneficial ownership of the shares held by Maveron 2000 and Maveron 2000-B,
except to the extent of their pecuniary interests therein. The information with respect to the
ownership of the Common Stock of the Issuer by the persons filing this statement on Schedule 13G is
provided as of December 31, 2006.
(3) This percentage is calculated based upon 15,965,770 shares of the Issuers common stock outstanding as reported on the Issuers 424(b)(1) filed with the Securities and Exchange Commission on November 13, 2006.
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CUSIP No. |
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139594 10 5 |
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Page |
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4 |
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of |
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13 |
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1 |
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NAMES OF REPORTING PERSONS:
Maveron General Partner 2000 LLC |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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Irs. No. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a) o |
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(b) þ (1) |
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3 |
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SEC USE ONLY: |
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4 |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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Delaware, United States of America |
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5 |
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SOLE VOTING POWER: |
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NUMBER OF |
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0 shares |
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SHARES |
6 |
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SHARED VOTING POWER: |
BENEFICIALLY |
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OWNED BY |
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923,123 shares of Common Stock (2) |
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EACH |
7 |
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SOLE DISPOSITIVE POWER: |
REPORTING |
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PERSON |
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0 shares |
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WITH: |
8 |
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SHARED DISPOSITIVE POWER: |
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923,123 shares of Common Stock (2) |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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923,123 shares of Common Stock (2) |
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10 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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o |
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11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): |
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5.79%(3) |
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12 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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OO |
(1) This Schedule 13G is filed by Maveron Equity Partners 2000, L.P. (Maveron 2000), Maveron Equity Partners 2000-B, L.P.
(Maveron 2000-B), MEP 2000 Associates LLC (MEP 2000), Maveron General Partner 2000 LLC (Maveron GP), Maveron LLC (Maveron LLC), Dan Levitan (Levitan), Howard Schultz (Schultz), and Debra Somberg (Somberg, together with Maveron 2000, Maveron 2000-B, MEP 2000, Maveron GP, Maveron LLC, Levitan and Schultz, collectively, the Maveron Entities). The Maveron Entities expressly disclaim status as a group for purposes of this Schedule 13G.
(2) Includes (i) 888,732 shares held by Maveron 2000; and (ii) 34,391 shares held by Maveron
2000-B. Maveron GP serves as the general partner of Maveron 2000 and Maveron 2000-B, and owns no
securities of the Issuer directly. Levitan, Schultz and Somberg are managing members of Maveron GP
and possess voting and dispositive power over the shares held by Maveron 2000 and Maveron 2000-B;
however, they disclaim beneficial ownership of the shares held by Maveron 2000 and Maveron 2000-B,
except to the extent of their pecuniary interests therein. The information with respect to the
ownership of the Common Stock of the Issuer by the persons filing this statement on Schedule 13G is
provided as of December 31, 2006.
(3) This percentage is calculated based upon 15,965,770 shares of the Issuers common stock outstanding as reported on the Issuers 424(b)(1) filed with the Securities and Exchange Commission on November 13, 2006.
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CUSIP No. |
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139594 10 5 |
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Page |
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5 |
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of |
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13 |
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1 |
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NAMES OF REPORTING PERSONS:
MEP 2000 Associates LLC |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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IRS No. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a) o |
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(b) þ (1) |
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3 |
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SEC USE ONLY: |
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4 |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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Delaware, United States of America |
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5 |
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SOLE VOTING POWER: |
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NUMBER OF |
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0 shares |
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SHARES |
6 |
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SHARED VOTING POWER: |
BENEFICIALLY |
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OWNED BY |
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126,069 shares of Common Stock (2) |
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EACH |
7 |
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SOLE DISPOSITIVE POWER: |
REPORTING |
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PERSON |
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0 shares |
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WITH: |
8 |
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SHARED DISPOSITIVE POWER: |
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126,069 shares of Common Stock (2) |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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126,069 shares of Common Stock (2) |
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10 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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o |
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11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): |
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0.79%(3) |
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12 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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PN |
(1) This Schedule 13G is filed by Maveron Equity Partners 2000, L.P. (Maveron 2000), Maveron Equity Partners 2000-B, L.P.
(Maveron 2000-B), MEP 2000 Associates LLC (MEP 2000), Maveron General Partner 2000 LLC (Maveron GP), Maveron LLC (Maveron LLC), Dan Levitan (Levitan), Howard Schultz (Schultz), and Debra Somberg (Somberg, together with Maveron 2000, Maveron 2000-B, MEP 2000, Maveron GP, Maveron LLC, Levitan and Schultz, collectively, the Maveron Entities). The Maveron Entities expressly disclaim status as a group for purposes of this Schedule 13G.
(2) Shares are held by MEP 2000. Maveron LLC serves as the general partner of MEP 2000, and owns
no securities of the Issuer directly. Levitan, Schultz and Somberg are managing members of Maveron
LLC and possess voting and dispositive power over the shares held by MEP 2000; however, they
disclaim beneficial ownership of the shares held by MEP 2000, except to the extent of their
pecuniary interests therein. The information with respect to the ownership of the Common Stock of
the Issuer by the persons filing this statement on Schedule 13G is provided as of December 31,
2006.
(3) This percentage is calculated based upon 15,965,770 shares of the Issuers common stock outstanding as reported on the Issuers 424(b)(1) filed with the Securities and Exchange Commission on November 13, 2006.
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CUSIP No. |
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139594 10 5 |
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Page |
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6 |
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of |
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13 |
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1 |
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NAMES OF REPORTING PERSONS:
Maveron LLC |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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IRS No. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a) o |
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(b) x (1) |
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3 |
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SEC USE ONLY: |
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4 |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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Delaware, United States of America |
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5 |
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SOLE VOTING POWER: |
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NUMBER OF |
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0 shares |
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SHARES |
6 |
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SHARED VOTING POWER: |
BENEFICIALLY |
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OWNED BY |
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126,069 shares of Common Stock (2) |
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EACH |
7 |
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SOLE DISPOSITIVE POWER: |
REPORTING |
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PERSON |
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0 shares |
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WITH: |
8 |
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SHARED DISPOSITIVE POWER: |
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126,069 shares of Common Stock (2) |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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126,069 shares of Common Stock (2) |
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10 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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o |
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11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): |
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0.79%(3) |
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12 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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|
PN |
(1) This Schedule 13G is filed by Maveron Equity Partners 2000, L.P. (Maveron 2000), Maveron Equity Partners 2000-B, L.P.
(Maveron 2000-B), MEP 2000 Associates LLC (MEP 2000), Maveron General Partner 2000 LLC (Maveron GP), Maveron LLC (Maveron LLC), Dan Levitan (Levitan), Howard Schultz (Schultz), and Debra Somberg (Somberg, together with Maveron 2000, Maveron 2000-B, MEP 2000, Maveron GP, Maveron LLC, Levitan and Schultz, collectively, the Maveron Entities). The Maveron Entities expressly disclaim status as a group for purposes of this Schedule 13G.
(2) Shares are held by MEP 2000. Maveron LLC serves as the general partner of MEP 2000, and owns
no securities of the Issuer directly. Levitan, Schultz and Somberg are managing members of Maveron
LLC and possess voting and dispositive power over the shares held by MEP 2000; however, they
disclaim beneficial ownership of the shares held by MEP 2000, except to the extent of their
pecuniary interests therein. The information with respect to the ownership of the Common Stock of
the Issuer by the persons filing this statement on Schedule 13G is provided as of December 31,
2006.
(3) This percentage is calculated based upon 15,965,770 shares of the Issuers common stock outstanding as reported on the Issuers 424(b)(1) filed with the Securities and Exchange Commission on November 13, 2006.
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CUSIP No. |
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139594 10 5 |
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Page |
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7 |
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of |
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13 |
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1 |
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NAMES OF REPORTING PERSONS:
Dan Levitan |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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|
(a) o |
|
(b) þ (1) |
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3 |
|
SEC USE ONLY: |
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4 |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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United States of America |
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5 |
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SOLE VOTING POWER: |
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NUMBER OF |
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0 shares |
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|
SHARES |
6 |
|
SHARED VOTING POWER: |
BENEFICIALLY |
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|
OWNED BY |
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1,049,192 shares of Common Stock (2) |
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EACH |
7 |
|
SOLE DISPOSITIVE POWER: |
REPORTING |
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|
PERSON |
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0 shares |
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WITH: |
8 |
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SHARED DISPOSITIVE POWER: |
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|
1,049,192 shares of Common Stock (2) |
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|
9 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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|
|
1,049,192 shares of Common Stock (2) |
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|
10 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
|
|
|
o |
|
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|
11 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): |
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6.58%(3) |
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|
12 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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|
|
IN |
(1) This Schedule 13G is filed by Maveron Equity Partners 2000, L.P. (Maveron 2000), Maveron Equity Partners 2000-B, L.P.
(Maveron 2000-B), MEP 2000 Associates LLC (MEP 2000), Maveron General Partner 2000 LLC (Maveron GP), Maveron LLC (Maveron LLC), Dan Levitan (Levitan), Howard Schultz (Schultz), and Debra Somberg (Somberg, together with Maveron 2000, Maveron 2000-B, MEP 2000, Maveron GP, Maveron LLC, Levitan and Schultz, collectively, the Maveron Entities). The Maveron Entities expressly disclaim status as a group for purposes of this Schedule 13G.
(2) Includes (i) 888,732 shares held by Maveron 2000; (ii) 34,391 shares held by Maveron 2000-B;
and (iii) 126,069 shares held by MEP 2000. Maveron GP serves as general partner of Maveron 2000
and Maveron 2000-B. Maveron LLC serves as the general partner of MEP 2000. Maveron GP and Maveron
LLC each own no securities of the Issuer directly. Levitan, Schultz and Somberg are managing
members of Maveron GP and Maveron LLC and possess voting and dispositive power over the shares held
by Maveron 2000, Maveron 2000-B and MEP 2000; however, they disclaim beneficial ownership of such
shares, except to the extent of their pecuniary interests therein. The information with respect to
the ownership of the Common Stock of the Issuer by the persons filing this statement on Schedule
13G is provided as of December 31, 2006.
(3) This percentage is calculated based upon 15,965,770 shares of the Issuers common stock outstanding as reported on the Issuers 424(b)(1) filed with the Securities and Exchange Commission on November 13, 2006.
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CUSIP No. |
|
139594 10 5 |
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Page |
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8 |
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of |
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13 |
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1 |
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NAMES OF REPORTING PERSONS:
Howard Schultz |
| |
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
|
|
(a) o |
|
(b) þ (1) |
|
|
|
3 |
|
SEC USE ONLY: |
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|
|
|
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|
4 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION: |
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|
United States of America |
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5 |
|
SOLE VOTING POWER: |
|
|
|
NUMBER OF |
|
0 shares |
|
|
|
|
SHARES |
6 |
|
SHARED VOTING POWER: |
BENEFICIALLY |
|
|
OWNED BY |
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1,049,192 shares of Common Stock (2) |
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EACH |
7 |
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SOLE DISPOSITIVE POWER: |
REPORTING |
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PERSON |
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0 shares |
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WITH: |
8 |
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SHARED DISPOSITIVE POWER: |
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1,049,192 shares of Common Stock (2) |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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1,049,192 shares of Common Stock (2) |
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10 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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o |
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11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): |
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6.58%(3) |
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12 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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IN |
(1) This Schedule 13G is filed by Maveron Equity Partners 2000, L.P. (Maveron 2000), Maveron Equity Partners 2000-B, L.P.
(Maveron 2000-B), MEP 2000 Associates LLC (MEP 2000), Maveron General Partner 2000 LLC (Maveron GP), Maveron LLC (Maveron LLC), Dan Levitan (Levitan), Howard Schultz (Schultz), and Debra Somberg (Somberg, together with Maveron 2000, Maveron 2000-B, MEP 2000, Maveron GP, Maveron LLC, Levitan and Schultz, collectively, the Maveron Entities). The Maveron Entities expressly disclaim status as a group for purposes of this Schedule 13G.
(2) Includes (i) 888,732 shares held by Maveron 2000; (ii) 34,391 shares held by Maveron 2000-B;
and (iii) 126,069 shares held by MEP 2000. Maveron GP serves as general partner of Maveron 2000
and Maveron 2000-B. Maveron LLC serves as the general partner of MEP 2000. Maveron GP and Maveron
LLC each own no securities of the Issuer directly. Levitan, Schultz and Somberg are managing
members of Maveron GP and Maveron LLC and possess voting and dispositive power over the shares held
by Maveron 2000, Maveron 2000-B and MEP 2000; however, they disclaim beneficial ownership of such
shares, except to the extent of their pecuniary interests therein. The information with respect to
the ownership of the Common Stock of the Issuer by the persons filing this statement on Schedule
13G is provided as of December 31, 2006.
(3) This percentage is calculated based upon 15,965,770 shares of the Issuers common stock outstanding as reported on the Issuers 424(b)(1) filed with the Securities and Exchange Commission on November 13, 2006.
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CUSIP No. |
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139594 10 5 |
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Page |
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9 |
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of |
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13 |
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1 |
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NAMES OF REPORTING PERSONS:
Debra Somberg |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a) o |
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(b) þ (1) |
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3 |
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SEC USE ONLY: |
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4 |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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United States |
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5 |
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SOLE VOTING POWER: |
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NUMBER OF |
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0 shares |
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SHARES |
6 |
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SHARED VOTING POWER: |
BENEFICIALLY |
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OWNED BY |
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1,049,192 shares of Common Stock (2) |
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EACH |
7 |
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SOLE DISPOSITIVE POWER: |
REPORTING |
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PERSON |
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0 shares |
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WITH: |
8 |
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SHARED DISPOSITIVE POWER: |
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1,049,192 shares of Common Stock (2) |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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1,049,192 shares of Common Stock (2) |
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10 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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o |
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11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): |
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6.58%(3) |
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12 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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IN |
(1) This Schedule 13G is filed by Maveron Equity Partners 2000, L.P. (Maveron 2000), Maveron Equity Partners 2000-B, L.P.
(Maveron 2000-B), MEP 2000 Associates LLC (MEP 2000), Maveron General Partner 2000 LLC (Maveron GP), Maveron LLC (Maveron LLC), Dan Levitan (Levitan), Howard Schultz (Schultz), and Debra Somberg (Somberg, together with Maveron 2000, Maveron 2000-B, MEP 2000, Maveron GP, Maveron LLC, Levitan and Schultz, collectively, the Maveron Entities). The Maveron Entities expressly disclaim status as a group for purposes of this Schedule 13G.
(2) Includes (i) 888,732 shares held by Maveron 2000; (ii) 34,391 shares held by Maveron 2000-B;
and (iii) 126,069 shares held by MEP 2000. Maveron GP serves as general partner of Maveron 2000
and Maveron 2000-B. Maveron LLC serves as the general partner of MEP 2000. Maveron GP and Maveron
LLC each own no securities of the Issuer directly. Levitan, Schultz and Somberg are managing
members of Maveron GP and Maveron LLC and possess voting and dispositive power over the shares held
by Maveron 2000, Maveron 2000-B and MEP 2000; however, they disclaim beneficial ownership of such
shares, except to the extent of their pecuniary interests therein. The information with respect to
the ownership of the Common Stock of the Issuer by the persons filing this statement on Schedule
13G is provided as of December 31, 2006.
(3) This percentage is calculated based upon 15,965,770 shares of the Issuers common stock outstanding as reported on the Issuers 424(b)(1) filed with the Securities and Exchange Commission on November 13, 2006.
Introductory Note: This Statement on Schedule 13G is filed on behalf of Maveron Equity
Partners 2000, L.P., Maveron Equity Partners 2000-B, L.P., MEP 2000 Associates LLC, Maveron General
Partner 2000 LLC, Maveron LLC, Dan Levitan, Howard Schultz and Debra Somberg, in respect of shares
of Common Stock of Capella Education Company.
Item 1
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(a)
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Name of Issuer:
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Capella Education Company |
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(b) |
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Address of Issuers Principal Executive Offices: |
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330 Second Avenue South, Suite 550
Minneapolis, Minnesota 55401 |
Item 2
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(a)
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Name of Person(s) Filing: |
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Maveron Equity Partners 2000, L.P. |
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Maveron Equity Partners 2000-B, L.P. |
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Maveron General Partner 2000 LLC |
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MEP 2000 Associates LLC |
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Maveron LLC |
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Dan Levitan |
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Howard Schultz |
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Debra Somberg |
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(b)
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Address of Principal Business Office:
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c/o Maveron LLC
505 Fifth Avenue South, Suite 600
Seattle, WA 98104 |
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(c)
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Citizenship: |
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Maveron Equity Partners 2000, L.P.
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Delaware |
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Maveron Equity Partners 2000-B, L.P.
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Delaware |
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Maveron General Partner 2000 LLC
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Delaware |
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MEP 2000 Associates LLC
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Delaware |
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Maveron LLC
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Delaware |
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Dan Levitan
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United States of America |
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Howard Schultz
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United States of America |
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Debra Somberg
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United States of America |
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(d)
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Title of Class of Securities: Common Stock |
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(e)
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CUSIP Number: 139594 10 5 |
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Item 3 Not applicable.
10
Item 4 Ownership.
The following information with respect to the ownership of the Common Stock of the Issuer by the
persons filing this statement on Schedule 13G is provided as of December 31, 2006:
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Sole |
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Shared |
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Sole |
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Shared |
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Shares Held |
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Voting |
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Voting |
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Dispositive |
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Dispositive |
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Beneficial |
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Percentage |
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Maveron Entities |
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Directly |
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Power |
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Power |
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Power |
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Power |
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Ownership |
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of Class(3) |
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Maveron Equity
Partners 2000, L.P. |
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888,732 |
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0 |
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888,732 |
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0 |
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888,732 |
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888,732 |
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5.57 |
% |
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Maveron Equity
Partners 2000-B,
L.P. |
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34,391 |
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0 |
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34,391 |
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0 |
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34,391 |
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34,391 |
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0.22 |
% |
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Maveron General
Partner 2000 LLC (1) |
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0 |
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0 |
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923,123 |
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0 |
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923,123 |
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923,123 |
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5.79 |
% |
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MEP2000 Associates
LLC |
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126,069 |
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0 |
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126,069 |
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0 |
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126,069 |
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126,069 |
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0.79 |
% |
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Maveron LLC (2) |
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0 |
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0 |
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126,069 |
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0 |
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126,069 |
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126,069 |
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0.79 |
% |
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Dan Levitan (1)(2) |
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0 |
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0 |
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1,049,192 |
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0 |
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1,049,192 |
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1,049,192 |
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6.58 |
% |
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Howard Schultz (1)(2) |
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0 |
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0 |
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1,049,192 |
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0 |
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1,049,192 |
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1,049,192 |
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6.58 |
% |
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Debra Somberg (1)(2) |
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0 |
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0 |
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1,049,192 |
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0 |
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1,049,192 |
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1,049,192 |
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6.58 |
% |
(1) |
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Maveron General Partner 2000 LLC (Maveron GP) serves as general partner of Maveron
Equity Partners 2000, L.P. (Maveron 2000) and Maveron Equity Partners 2000-B, L.P. (Maveron
2000-B), and possesses shared power to vote and dispose of shares of the Issuer directly
owned by Maveron 2000 and Maveron 2000-B. Dan Levitan, Howard Schultz, and Debra Somberg are
managing members of Maveron GP and each own no securities of the Issuer directly. Maveron GP,
Dan Levitan, Howard Schultz and Debra Somberg hereby disclaim beneficial ownership of shares
reported herein, except to the extent of its pecuniary interest therein. |
(2) |
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Maveron LLC serves as general partner of MEP 2000 Associates LLC (MEP 2000), and possesses
shared power to vote and share power to dispose of shares of the Issuer directly owned by MEP
2000. Dan Levitan, Howard Schultz, and Debra Somberg are managing members of Maveron LLC and
each own no securities of the Issuer directly. Maveron LLC, Dan Levitan, Howard Schultz and
Debra Somberg hereby disclaim beneficial ownership of shares reported herein, except to the
extent of its pecuniary interest therein. |
(3) |
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This percentage is calculated based upon 15,965,770 shares of the Issuers common stock
outstanding as reported on the Issuers 424(b)(1) filed with the Securities and Exchange
Commission on November 13, 2006. |
Item 5 Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof, the reporting
person has ceased to be the beneficial owner of more than five percent of the class of securities,
check the following: ¨
Item 6 Ownership of More Than Five Percent on Behalf of Another Person. Not applicable.
Item 7 Identification and Classification of the Subsidiary which Acquired the Security Being
Reported on by the Parent Holding Company. Not applicable.
Item 8 Identification and Classification of Members of the Group. Not applicable.
Item 9 Notice of Dissolution of Group. Not applicable.
Item 10 Certification. Not applicable.
11
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information
set forth in this statement is true, complete and correct.
Dated: February 23, 2007
MAVERON EQUITY PARTNERS 2000, L.P.
MAVERON EQUITY PARTNERS 2000-B, L.P.
By: Maveron General Partner 2000 LLC
Its: General Partner
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/s/ Dan Levitan
Dan Levitan,
Managing Member
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MEP 2000 ASSOCIATES LLC
By: Maveron LLC
Its: General Partner
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/s/ Dan Levitan
Dan Levitan
Managing Member
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/s/ Dan Levitan
Dan Levitan
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/s/ Howard Schultz
Howard Schultz
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/s/ Debra Somberg
Debra Somberg
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Exhibit(s):
A Joint Filing Statement
12
EXHIBIT A
JOINT FILING STATEMENT
We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments
thereto) relating to the Common Stock of Capella Education Company is filed on behalf of each of
us.
Dated: February 23, 2007
MAVERON EQUITY PARTNERS 2000, L.P.
MAVERON EQUITY PARTNERS 2000-B, L.P.
By: Maveron General Partner 2000 LLC
Its: General Partner
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/s/ Dan Levitan
Dan Levitan
Managing Member
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MEP 2000 ASSOCIATES LLC
By: Maveron LLC
Its: General Partner
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/s/ Dan Levitan
Dan Levitan
Managing Member
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/s/ Dan Levitan
Dan Levitan
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/s/ Howard Schultz
Howard Schultz
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/s/ Debra Somberg
Debra Somberg
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13