Sec Form 13G Filing - Warburg Pincus Private Equity VIII L.P. filing for ZOVIO INC (ZVOI) - 2018-02-08

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

CUSIP No. 10807M105

13G/A

1

Name of Reporting Persons
Warburg Pincus Private Equity VIII, L.P.

2

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

x

3

SEC Use Only

4

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

6

Shared Voting Power
0

7

Sole Dispositive Power
0

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

11

Percent of Class Represented by Amount in Row 9
0.0%

12

Type of Reporting Person
PN

CUSIP No. 10807M105

13G/A

1

Name of Reporting Persons
Warburg Pincus Partners, L.P.

2

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

x

3

SEC Use Only

4

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

6

Shared Voting Power
0

7

Sole Dispositive Power
0

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

11

Percent of Class Represented by Amount in Row 9
0.0%

12

Type of Reporting Person
PN

CUSIP No. 10807M105

13G/A

1

Name of Reporting Persons
Warburg Pincus Partners GP LLC

2

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

x

3

SEC Use Only

4

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

6

Shared Voting Power
0

7

Sole Dispositive Power
0

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

11

Percent of Class Represented by Amount in Row 9
0.0%

12

Type of Reporting Person
OO

CUSIP No. 10807M105

13G/A

1

Name of Reporting Persons
Warburg Pincus & Co.

2

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

x

3

SEC Use Only

4

Citizenship or Place of Organization
New York

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

6

Shared Voting Power
0

7

Sole Dispositive Power
0

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

11

Percent of Class Represented by Amount in Row 9
0.0%

12

Type of Reporting Person
PN

CUSIP No. 10807M105

13G/A

1

Name of Reporting Persons
Warburg Pincus LLC

2

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

x

3

SEC Use Only

4

Citizenship or Place of Organization
New York

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

6

Shared Voting Power
0

7

Sole Dispositive Power
0

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

11

Percent of Class Represented by Amount in Row 9
0.0%

12

Type of Reporting Person
OO

CUSIP No. 10807M105

13G/A

1

Name of Reporting Persons
Charles R. Kaye

2

Check the Appropriate Box if a Member of a Group  

(a)

o

(b)

x

3

SEC Use Only

4

Citizenship or Place of Organization
United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

6

Shared Voting Power
0

7

Sole Dispositive Power
0

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

11

Percent of Class Represented by Amount in Row 9
0.0%

12

Type of Reporting Person
IN

CUSIP No. 10807M105

13G/A

1

Name of Reporting Persons
Joseph P. Landy

2

Check the Appropriate Box if a Member of a Group  

(a)

o

(b)

x

3

SEC Use Only

4

Citizenship or Place of Organization
United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

6

Shared Voting Power
0

7

Sole Dispositive Power
0

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

11

Percent of Class Represented by Amount in Row 9
0.0%

12

Type of Reporting Person
IN

Item 1(a)

Name of Issuer.

The name of the issuer is Bridgepoint Education, Inc., a corporation organized under the laws of the State of Delaware (the “Company”).

Item 1(b)

Address of Issuer’s Principal Executive Offices.

The Company’s principal executive office is located at 8620 Spectrum Center Blvd., San Diego, California 92123.

Item 2(a)

Name of Person Filing.

This Schedule 13G is filed by Warburg Pincus Private Equity VIII, L.P., a Delaware limited partnership (and together with its two affiliated partnerships, “WP VIII”).  Warburg Pincus Partners, L.P., a Delaware limited partnership (“WP Partners”), is the general partner, both directly and indirectly, of WP VIII.  Warburg Pincus Partners GP LLC, a Delaware limited liability company (“WP Partners GP”), is the managing member of WP Partners.  Warburg Pincus & Co., a New York general partnership (“WP”), is the managing member of WP Partners GP.  Warburg Pincus LLC, a New York limited liability company (“WP LLC”), is the manager of WP VIII.  WP VIII, WP Partners, WP Partners GP, WP and WP LLC are collectively referred to as the “Warburg Pincus Entities.”  Charles R. Kaye and Joseph P. Landy are each United States Citizens and Managing General Partners of WP and Managing Members and Co-Chief Executive Officers of WP LLC and each may be deemed to control the Warburg Pincus Entities.  Each of Messrs. Kaye and Landy, together with WP VIII, WP Partners, WP Partners GP, WP and WP LLC, are collectively referred to herein as the “Warburg Pincus Reporting Persons.”  Each Warburg Pincus Reporting Person expressly disclaims beneficial ownership with respect to any Common Stock (as defined below) of the Company, other than the Common Stock owned of record by such Warburg Pincus Reporting Person.

Item 2(b)

Address of Principal Business Office.

The address of the principal business office of each of the Warburg Pincus Reporting Persons is 450 Lexington Avenue, New York, New York 10017.

Item 2(c)

Citizenship.

See Item 2(a).

Item 2(d)

Title of Class of Securities.

Common Stock, par value $0.01 per share (the “Common Stock”).

Item 2(e)

CUSIP Number.

10807M105

Item 3

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

x

Not Applicable

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

o

A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J);

(k)

o

Group, in accordance with § 240.13d–1(b)(1)(ii)(K).

Item 4

Ownership.

The information required by Items 4(a)-(c) is set forth in Rows 5-11 of the cover page of this Schedule 13G for each Warburg Pincus Reporting Person and is incorporated herein by reference for each such Warburg Pincus Reporting Person.

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 Warburg Pincus Reporting Person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following x.

Item 6

Ownership of More than Five Percent on Behalf of Another Person.

Other than as set forth herein, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, in excess of 5% of the total outstanding Common Stock.

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.

The Warburg Pincus Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Securities and Exchange Act of 1934, as amended. The joint filing agreement among the Warburg Pincus Reporting Persons to file this Schedule 13G jointly in accordance with Rule 13d-1(k) of the Exchange Act is attached hereto as Exhibit 99.1. Each Warburg Pincus Reporting Person expressly disclaims beneficial ownership of all the shares of Common Stock, except to the extent of any pecuniary interest therein.

Item 9

Notice of Dissolution of Group.

Not applicable.

Dated: February 8, 2018

WARBURG PINCUS PRIVATE EQUITY VIII, L.P.

By:

Warburg Pincus Partners, L.P.,

its General Partner

By:

Warburg Pincus Partners GP LLC,

its General Partner

By:

Warburg Pincus & Co.,

its Managing Member

By:

/s/ Robert B. Knauss

Name: Robert B. Knauss

Title: Partner

Dated: February 8, 2018

WARBURG PINCUS PARTNERS, L.P.

By:

Warburg Pincus Partners GP LLC,

its General Partner

By:

Warburg Pincus & Co.,

its Managing Member

By:

/s/ Robert B. Knauss

Name: Robert B. Knauss

Title: Partner

Dated: February 8, 2018

WARBURG PINCUS PARTNERS GP LLC

By:

Warburg Pincus & Co.,

its Managing Member

By:

/s/ Robert B. Knauss

Name: Robert B. Knauss

Title: Partner

Dated: February 8, 2018

WARBURG PINCUS & CO.

By:

/s/ Robert B. Knauss

Name: Robert B. Knauss

Title: Partner

Dated: February 8, 2018

WARBURG PINCUS LLC

By:

/s/ Robert B. Knauss

Name: Robert B. Knauss

Title: Managing Director

Dated: February 8, 2018

By:

/s/ Robert B. Knauss

Name: Charles R. Kaye

By: Robert B. Knauss, Attorney-in-Fact*

Dated: February 8, 2018

By:

/s/ Robert B. Knauss

Name: Joseph P. Landy

By: Robert B. Knauss, Attorney-in-Fact*