Edgar Filing: Preston Charles M III

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 ^*

220 Management LLC

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

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

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

(Last)

(First)

(Middle)

600 CONGRESS AVENUE, SUITE 200

3. Date of Earliest Transaction (Month/Day/Year)
11/25/2008

(Street)

AUSTIN, TX 78701

4. If Amendment, Date 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

(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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/25/2008		C		1,835,130	A	⁽¹⁾	1,835,130	I ⁽²⁾ ⁽³⁾	By 220 GCU, L.P.
Common Stock	11/25/2008		C		198,456	A	⁽⁴⁾	2,033,586	I ⁽²⁾ ⁽³⁾	By 220 GCU, L.P.
Common Stock	11/25/2008		C		176,534	A	⁽⁴⁾	2,597,938	I ⁽²⁾ ⁽³⁾	By SV One, LP
Common Stock	11/25/2008		C		94,750	A	⁽⁴⁾	1,391,742	I ⁽²⁾ ⁽³⁾	By 220 Education, L.P.
Common Stock	11/25/2008		C		75,658	A	⁽⁴⁾	1,113,410	I ⁽²⁾ ⁽³⁾	By 220 SigEd, L.P.

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A Convertible Preferred Stock

⁽¹⁾

11/25/2008

1,005

⁽¹⁾

Common Stock

1,835,130

$ 0

I ⁽²⁾ ⁽³⁾

By 220 GCU, L.P.

Series C Convertible Preferred Stock

⁽⁴⁾

11/25/2008

340

⁽⁴⁾

Common Stock

198,456

$ 0

I ⁽²⁾ ⁽³⁾

By 220 GCU, L.P.

Series C Convertible Preferred Stock

⁽⁴⁾

11/25/2008

303

⁽⁴⁾

Common Stock

176,534

$ 0

I ⁽²⁾ ⁽³⁾

By SV One, LP

Series C Convertible Preferred Stock

⁽⁴⁾

11/25/2008

162

⁽⁴⁾

Common Stock

94,570

$ 0

I ⁽²⁾ ⁽³⁾

By 220 Education, L.P.

Series C Convertible Preferred Stock

⁽⁴⁾

11/25/2008

130

⁽⁴⁾

Common Stock

75,658

$ 0

I ⁽²⁾ ⁽³⁾

By 220 SigEd, L.P.

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
220 Management LLC 600 CONGRESS AVENUE SUITE 200 AUSTIN, TX 78701		X
Preston Charles M III 600 CONGRESS AVENUE SUITE 200 AUSTIN, TX 78701				Sole Managing Director

Signatures

220 Management, LLC By: /s/ Charles M. Preston III		11/25/2008
^**Signature of Reporting Person		Date
Charles M. Preston III		11/25/2008
^**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)	Upon the closing of the initial public offering of the Issuer's Common Stock, the shares of Series A Convertible Preferred Stock reported in Column 5 of Table II automatically converted into the number of shares of the Issuer's Common Stock reported in Column 7 of Table II, for no additional consideration.
(2)	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.
(3)	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.
(4)	Upon the closing of the initial public offering of the Issuer's Common Stock, the shares of Series C Convertible Preferred Stock reported in Column 5 of Table II automatically converted into the number of shares of the Issuer's Common Stock reported in Column 7 of Table II, for no additional consideration.

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