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*
McAlmont Shaun

(Last) (First) (Middle)
2300 CORPORATE PARK DRIVE

(Street)
HERNDON VA 20171

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/10/2019
3. Issuer Name and Ticker or Trading Symbol
K12 INC [ LRN ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, Career Technical Ed.
5. If Amendment, Date of 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
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 45,000 D
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Right(1) (1) 08/30/2021 Common Stock 118,265 (1) D
Restricted Stock Right(2) (2) 08/30/2021 Common Stock 138,606 (2) D
Restricted Stock Right(3) (3) 08/30/2021 Common Stock 181,545 (3) D
Restricted Stock Right(4) (4) 08/30/2021 Common Stock 181,545 (4) D
Explanation of Responses:
1. Each restricted stock right represents a contingent right to receive one share of K12 common stock. The restricted stock right vests upon K12's common stock achieving an average stock price that equals or exceeds $33.21 per share based on the average 30-calendar day closing stock price subsequent to seven days after the FY 2021 year end earnings release.
2. Each restricted stock right represents a contingent right to receive one share of K12 common stock. The restricted stock right vests upon K12's common stock achieving an average stock price that equals or exceeds $37.35 per share based on the average 30-calendar day closing stock price subsequent to seven days after the FY 2021 year end earnings release.
3. Each restricted stock right represents a contingent right to receive one share of K12 common stock. The restricted stock right vests upon K12's common stock achieving an average stock price that equals or exceeds $46.65 per share based on the average 30-calendar day closing stock price subsequent to seven days after the FY 2021 year end earnings release.
4. Each restricted stock right represents a contingent right to receive one share of K12 common stock. The restricted stock right vests upon K12's common stock achieving an average stock price that equals or exceeds $57.38 per share based on the average 30-calendar day closing stock price subsequent to seven days after the FY 2021 year end earnings release.
/s/ John C. Grothaus, attorney-in-fact 04/15/2019
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
POWER OF ATTORNEY

The undersigned hereby constitutes and appoints each of Vincent W. Mathis,
Executive Vice President, General Counsel and Secretary, Christian J.
Yungwirth, Assistant General Counsel, and John C. Grothaus, Intellectual
Property and Governance Senior Manager, of K12 Inc. (the "Company"), or any of
them signing singly, and with full power of substitution, as the undersigned's
true and lawful attorney-in-fact to:

1.	prepare, execute in the undersigned's name and on the undersigned's
behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC")
a Form ID, including amendments thereto, and any other documents necessary or
appropriate to obtain codes and passwords enabling the undersigned to make
electronic filings with the SEC of reports required by Section 16(a) of the
Securities Exchange Act of 1934, as amended (the "Act") or any rule or
regulation of the SEC;

2.	execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer and/or director of the Company, Forms 3, 4 and 5 in
accordance with Section 16(a) of the Act and the rules thereunder, and any
other forms or reports the undersigned may be required to file in connection
with the undersigned's ownership, acquisition or disposition of securities of
the Company;

3.	do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to (i) complete and execute any such Form 3, 4,
5 or other forms or reports the undersigned may be required to file in
connection with the undersigned's ownership, acquisition or disposition of
securities of the Company, (ii) complete and execute any amendment or
amendments thereto, and (iii) timely file such forms or reports with the SEC
and any stock exchange or similar authority; and

4.	take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of
the undersigned pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorney-in-fact may approve
in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and
powers herein granted, as fully to all intents and purposes as the undersigned
might or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or
such attorney-in-fact's substitute or substitutes, shall lawfully do or cause
to be done by virtue of this Power of Attorney and the rights and powers
herein granted.  The undersigned acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Act and the
rules thereunder.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact.


IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 28th day of March 2019.

Shaun E. McAlmont

/s/ Shaun E. McAlmont
Signature