SEC Filing | Grand Canyon Education

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SEC FORM 3 SEC Form 3

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
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

220 Management LLC

(Last)

(First)

(Middle)

600 CONGRESS AVENUE

SUITE 200

(Street)

AUSTIN

78701

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/19/2008

3. Issuer Name and Ticker or Trading Symbol
Grand Canyon Education, Inc. [ LOPE ]

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

Director	X	10% Owner
Officer (give title below)		Other (specify below)

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

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

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	2,421,404	I⁽¹⁾⁽²⁾	By SV One, LP
Common Stock	1,297,172	I⁽¹⁾⁽²⁾	By 220 Education, L.P.
Common Stock	1,037,752	I⁽¹⁾⁽²⁾	By 220 SigEd, L.P.

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: 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	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	1,005	⁽³⁾	I⁽¹⁾⁽²⁾	By 220 GCU, L.P.
Series C Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	340	⁽⁴⁾	I⁽¹⁾⁽²⁾	By 220 GCU, L.P.
Series C Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	303	⁽⁴⁾	I⁽¹⁾⁽²⁾	By SV One, LP
Series C Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	162	⁽⁴⁾	I⁽¹⁾⁽²⁾	By 220 Education, L.P.
Series C Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	130	⁽⁴⁾	I⁽¹⁾⁽²⁾	By 220 SigEd, L.P.

1. Name and Address of Reporting Person^*

220 Management LLC

(Last)

(First)

(Middle)

600 CONGRESS AVENUE

SUITE 200

(Street)

AUSTIN

78701

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Preston Charles M III

(Last)

(First)

(Middle)

600 CONGRESS AVENUE

SUITE 200

(Street)

AUSTIN

78701

(City)

(State)

(Zip)

Explanation of Responses:

1. 220 Management, LLC is the general partner of 220 Education, L.P., which is the general partner of 220 SigEd, L.P., and 220 Management, LLC is also the general partner of 220 GCU GP, L.P. and SV One GP, L.P., which are the general partners of 220 GCU, L.P. and SV One L.P., respectively. 220 Management, LLC disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.

2. Charles M. Preston III, sole managing director of 220 Management, LLC, disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

3. Upon the closing of the initial public offering of the Issuer's Common Stock, each share of Series A Convertible Preferred Stock will automatically convert into 1,826 shares of the Issuer's Common Stock, for no additional consideration.

4. Upon the closing of the initial public offering of the Issuer's Common Stock, each share of Series C Convertible Preferred Stock will automatically convert into shares of the Issuer's Common Stock based on a conversion price equal to the initial public offering price per share, for no additional consideration.

Remarks:

	220 Management, LLC By: /s/ Charles M. Preston III	11/19/2008
	Charles M. Preston III	11/19/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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