Sec Form 13G Filing - Preston Charles M III filing for Grand Canyon Education Inc. (LOPE) - 2009-02-17

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. __)*

Grand Canyon Education, Inc.

 

(Name of Issuer)

Common Stock, $0.01 per value

(Title of Class of Securities)

38526M 106

(CUSIP Number)

December 31, 2008

(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 person’s 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).

 

 

CUSIP No.		38526M 106

* Based on 45,465,160 shares of Grand Canyon Education, Inc. common stock outstanding as of December 31, 2008.

CUSIP No.		38526M 106

* Based on 45,465,160 shares of Grand Canyon Education, Inc. common stock outstanding as of December 31, 2008.

CUSIP No.		38526M 106

* Based on 45,465,160 shares of Grand Canyon Education, Inc. common stock outstanding as of December 31, 2008.

CUSIP No.		38526M 106

* Based on 45,465,160 shares of Grand Canyon Education, Inc. common stock outstanding as of December 31, 2008.

CUSIP No.		38526M 106

* Based on 45,465,160 shares of Grand Canyon Education, Inc. common stock outstanding as of December 31, 2008.

CUSIP No.		38526M 106

* Based on 45,465,160 shares of Grand Canyon Education, Inc. common stock outstanding as of December 31, 2008.

CUSIP No.		38526M 106

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Item 1.

(a) Name of Issuer: Grand Canyon Education, Inc. (“Grand Canyon”)

(b) Address of Issuer’s Principal Executive Offices: 3300 West Camelback Road, Phoenix, Arizona 85017.

Item 2.

2(a). Name of Person Filing:

Charles M. Preston III
220 Management, LLC, a Delaware limited liability company (“220 Management”)
220 GCU GP, L.P., a Delaware limited partnership (“220 GCU GP”)
220 GCU, L.P., a Delaware limited partnership (“220 GCU”)
SV One GP, L.P., a Delaware limited partnership (“SV One GP”)
SV One L.P., a Delaware limited partnership (“SV One”)
220 Education, L.P., a Delaware limited partnership (“220 Education”)
220 SigEd, L.P, a Delaware limited partnership (“220 SigEd”)

220 Management is the general partner of 220 GCU GP and SV One GP, which are the general partners of 220 GCU and SV One, respectively. 220 Management is also the general partner of 220 Education, which is the general partner of 220 SigEd. Charles M. Preston III serves as the sole managing director of 220 Management.

2(b). Address of Principal Business Office:
One American Center
600 Congress Avenue, Suite 200
Austin, Texas 78701

2(c). Citizenship:

Charles M. Preston III: United States

220 Management, 220 GCU GP, 220 GCU, SV One GP, SV One, 220 Education, and 220 SigEd: Delaware

2(d). Title of Class of Securities: Common Stock, $0.01 par value per share

2(e). CUSIP: 38526M 106

Item 3.		If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

               Not Applicable.

Item 4. Ownership

With respect to the beneficial ownership of the reporting persons, see Items 1 and 5 through 11 of the cover pages to this Schedule 13, which items are incorporated by reference herein.

This Schedule 13G reports the beneficial ownership of the Reporting Persons as of December 31, 2008.

On February 13, 2009, the following distributions were made: (i) 220 Education distributed all of the shares of Common Stock of Grand Canyon held by it to its general and limited partners; (ii) 220 GCU distributed 1,835,326 shares of Common Stock of Grand Canyon held by it to its general and limited partners; (iii) 220 SigEd distributed 1,037,828 shares of Common Stock of Grand Canyon held by it to its limited partners; and (iv) SV One distributed 2,560,147 shares of Common Stock of Grand Canyon held by it to its general and limited partners. As a result of these distributions, no Reporting Person is a beneficial owner of more than five percent of Grand Canyon’s Common Stock.