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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x 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 disclosures provided in a prior cover page.
The information required on 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. 48273U102
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1. |
NAMES OF REPORTING PERSONS Mollusk Holdings, LLC |
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (b) ¨ |
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3. |
SEC USE ONLY |
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4. |
CITIZENSHIP OR PLACE OF ORGANIZATION California |
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5. |
SOLE VOTING POWER 2,549,427 (1) |
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SHARES |
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SHARED VOTING POWER 0 |
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EACH |
7. |
SOLE DISPOSITIVE POWER 2,549,427 (1) |
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WITH
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8. |
SHARED DISPOSITIVE POWER 0 |
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,549,427 (1) |
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10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
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11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.3% (2) |
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12. |
TYPE OF REPORTING PERSON OO (Limited Liability Company) |
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(1) Consists of 2,321,157 outstanding shares of Common Stock and 228,270 shares of Common Stock issuable
upon exercise of warrants held by the reporting person as of December 31, 2007.
(2) Based on 27,436,495 shares of the issuer's Common Stock outstanding, which is the sum of (i) 27,208,225
shares of the issuer's Common Stock outstanding as of December 17, 2007, as reported in the issuer's final
prospectus dated December 12, 2007, filed pursuant to Rule 424(b)(4) on December 14, 2007, based upon
completion of the public offering and other transactions contemplated thereby, and (ii) the 228,270 shares of
Common Stock by which the outstanding Common Stock of the issuer would increase as a result of the issuance of
shares upon exercise of the warrants held by the reporting person.
Page 2 of 12 Pages
CUSIP No. 48273U102 1. NAMES OF REPORTING PERSONS Cephalopod Corporation 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION California 5. SOLE VOTING POWER 2,549,427 (1) SHARES 6. SHARED VOTING POWER 0 EACH 7. SOLE DISPOSITIVE POWER 2,549,427 (1) WITH 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,549,427 (1) 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.3% (2) 12. TYPE OF REPORTING PERSON CO
(1) Consists of 2,321,157 outstanding shares of Common Stock and 228,270 shares of Common Stock issuable
upon exercise of warrants held by the reporting person as of December 31, 2007, all of which are held indirectly by the reporting
person through Mollusk Holdings, LLC.
(2) Based on 27,436,495 shares of the issuer's Common Stock outstanding, which is the sum of (i) 27,208,225
shares of the issuer's Common Stock outstanding as of December 17, 2007, as reported in the issuer's final
prospectus dated December 12, 2007, filed pursuant to Rule 424(b)(4) on December 14, 2007, based upon
completion of the public offering and other transactions contemplated thereby, and (ii) the 228,270 shares of
Common Stock by which the outstanding Common Stock of the issuer would increase as a result of the issuance of
shares upon exercise of the warrants held by the reporting person.
Page 3 of 12 Pages
CUSIP No. 48273U102 1. NAMES OF REPORTING PERSONS Lawrence Investments, LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION California 5. SOLE VOTING POWER 2,549,427 (1) SHARES 6. SHARED VOTING POWER 0 EACH 7. SOLE DISPOSITIVE POWER 2,549,427 (1) WITH 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,549,427 (1) 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.3% (2) 12. TYPE OF REPORTING PERSON OO (Limited Liability Company)
(1) Consists of 2,321,157 outstanding shares of Common Stock and 228,270 shares of Common Stock issuable
upon exercise of warrants held by the reporting person as of December 31, 2007, all of which are held indirectly by the reporting
person through Mollusk Holdings, LLC.
(2) Based on 27,436,495 shares of the issuer's Common Stock outstanding, which is the sum of (i) 27,208,225
shares of the issuer's Common Stock outstanding as of December 17, 2007, as reported in the issuer's final
prospectus dated December 12, 2007, filed pursuant to Rule 424(b)(4) on December 14, 2007, based upon
completion of the public offering and other transactions contemplated thereby, and (ii) the 228,270 shares of
Common Stock by which the outstanding Common Stock of the issuer would increase as a result of the issuance of
shares upon exercise of the warrants held by the reporting person.
Page 4 of 12 Pages
CUSIP No. 48273U102 1. NAMES OF REPORTING PERSONS Lawrence J. Ellison 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. 5. SOLE VOTING POWER 2,549,427 (1) SHARES 6. SHARED VOTING POWER 0 EACH 7. SOLE DISPOSITIVE POWER 2,549,427 (1) WITH 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,549,427 (1) 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.3% (2) 12. TYPE OF REPORTING PERSON IN
(1) Consists of 2,321,157 outstanding shares of Common Stock and 228,270 shares of Common Stock issuable
upon exercise of warrants held by the reporting person as of December 31, 2007, all of which are held indirectly by the reporting
person through Mollusk Holdings, LLC.
(2) Based on 27,436,495 shares of the issuer's Common Stock outstanding, which is the sum of (i) 27,208,225
shares of the issuer's Common Stock outstanding as of December 17, 2007, as reported in the issuer's final
prospectus dated December 12, 2007, filed pursuant to Rule 424(b)(4) on December 14, 2007, based upon
completion of the public offering and other transactions contemplated thereby, and (ii) the 228,270 shares of
Common Stock by which the outstanding Common Stock of the issuer would increase as a result of the issuance of
shares upon exercise of the warrants held by the reporting person.
Page 5 of 12 Pages
Item 1. (a) Name of Issuer: K12 Inc. (b) Address of Issuer's Principal Executive Offices: 2300 Corporate Park Drive Item 2. (a) Name of Person Filing: This statement is being filed jointly by: (1) Mollusk Holdings, LLC, a California limited liability company
("Mollusk"); (2) Cephalopod Corporation, a California corporation ("Cephalopod"); (3) Lawrence
Investments, LLC, a California limited liability company ("Lawrence Investments"); and (4) Lawrence J. Ellison, a natural
person whose principal occupation is Chief Executive Officer of Oracle Corporation. Mollusk, Cephalopod, Lawrence Investments and
Lawrence J. Ellison will be collectively identified hereinafter as the "Reporting Persons." This Schedule 13G relates solely to, and is
being filed for, the investment by Mollusk, Cephalopod, Lawrence Investments, and Lawrence J. Ellison and does not relate to any
investment by Oracle Corporation or by Lawrence J. Ellison in his capacity as Chief Executive Officer of Oracle Corporation. This
Statement is based upon the direct and indirect beneficial ownership of shares of the Issuer by Lawrence J. Ellison, Mollusk, Cephalopod, and
Lawrence Investments. (b) Address of Principal Business Office or, if None, Residence: The address of Lawrence J. Ellison is 500 Oracle Parkway, Redwood Shores,
CA 94065. The address and principal place of business of Mollusk, Cephalopod, and Lawrence Investments is 101 Ygnacio Valley
Road, Suite 310, Walnut Creek, CA 94596. (c) Citizenship: Lawrence J. Ellison is a citizen of the United States of America. Each of the other Reporting Persons is an
entity organized under the laws of California. (d) Title of Class of Securities: Common Stock, par value $0.0001 per share. (e) CUSIP Number: 48273U102 Page 6 of 12 Pages
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: (a) ¨
Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); (b) ¨
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); (c) ¨
Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); (d) ¨
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); (e) ¨
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) ¨
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) ¨
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) ¨
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) ¨
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) ¨
Group, in accordance with Rule 13d-1(b)(1)(ii)(J). Not applicable. Item 4. Ownership. (a) Amount beneficially owned: Mollusk, Cephalopod, Lawrence Investments, Lawrence J. Ellison: 2,549,427 (1)(2) (b) Percent of class: Mollusk, Cephalopod, Lawrence Investments, Lawrence J. Ellison: 9.3% (3) (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: Mollusk, Cephalopod, Lawrence Investments, Lawrence J. Ellison: 2,549,427 (1)(2) (ii) Shared power to vote or to direct the vote: n/a (iii) Sole power to dispose or to direct the disposition of: Mollusk, Cephalopod, Lawrence Investments, Lawrence J. Ellison: 2,549,427 (1)(2) Page 7 of 12 Pages
(iv) shared power to dispose or to direct the disposition of: n/a (1) Of the total amount of shares shown: (i) 2,321,157 outstanding shares of the Issuer's Common Stock are held directly by Mollusk. (ii) 228,270 shares of the Issuer's Common Stock are issuable to Mollusk upon exercise of warrants held directly by Mollusk. The warrants are
exercisable at the election of the holders, at a price of $6.83 per share, subject to adjustment in certain circumstances, and with a term that
expires at the close of business in California on April 8, 2008. (2) Cephalopod and Lawrence Investments together control Mollusk, and may be deemed to have voting and investment
power over the shares of the Issuer held directly by Mollusk. Lawrence J. Ellison controls both Cephalopod and Lawrence Investments, and
may be deemed to have voting and investment power over the shares of the Issuer held directly or indirectly by those entities. (3) Calculations are based on 27,436,495 shares of the Issuer's Common Stock outstanding, which is the sum of (i) 27,208,225
shares of the Issuer's Common Stock outstanding as of December 17, 2007, as reported in the issuer's final prospectus dated December 12,
2007, filed pursuant to Rule 424(b)(4) on December 14, 2007, based upon completion of the public offering and other transactions contemplated
thereby, and (ii) the 228,270 shares of Common Stock by which the outstanding Common Stock of the issuer would increase as a result of the
issuance of shares upon exercise of the warrants held by the reporting person, as described in footnote 1(ii). Item 5. Ownership of Five Percent or Less of a Class. Not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding
Company or Control Person. Not applicable. Item 8. Identification and Classification of Members of the Group. See Exhibit 99.1. Page 8 of 12 Pages
Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. Not applicable. Page 9 of 12 Pages
Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this
statement is true, complete and correct. Date: February 14, 2008 Mollusk Holdings, LLC By: Cephalopod Corporation, Member By: /s/ Philip B. Simon Cephalopod Corporation By: /s/ Philip B. Simon Lawrence Investments, LLC By: /s/ Philip B. Simon Lawrence J. Ellison /s/ Philip B. Simon Page 10 of 12 Pages
EXHIBITS 99.1 Joint Filing Agreement 99.2 Limited Power of Attorney of Lawrence J. Ellison for Filings with the Securities and Exchange Commission (incorporated by reference
to Exhibit 99.2 to the Schedule 13G filed by Mollusk, Cephalopod, Lawrence Investments and Lawrence J. Ellison in regard to Leapfrog
Enterprises, Inc. on February 14, 2006). Page 11 of 12 Pages
EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and
that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of
filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such
amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for
the completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such
information is inaccurate. Dated: February 14, 2008 Mollusk Holdings, LLC By: Cephalopod Corporation, Member By: /s/ Philip B. Simon Cephalopod Corporation By: /s/ Philip B. Simon Lawrence Investments, LLC By: /s/ Philip B. Simon Lawrence J. Ellison /s/ Philip B. Simon Page 12 of 12 Pages
(b) ¨
NUMBER OF
BENEFICIALLY
OWNED BY
REPORTING
PERSON
(b) ¨
NUMBER OF
BENEFICIALLY
OWNED BY
REPORTING
PERSON
(b) ¨
NUMBER OF
BENEFICIALLY
OWNED BY
REPORTING
PERSON
Herndon, VA 20171
Name: Philip B. Simon
Its: President
Name: Philip B. Simon
Its: President
Name: Philip B. Simon
Its: Member
Name: Philip B. Simon
Its: President
Name: Philip B. Simon
Its: President
Name: Philip B. Simon
Its: Member
by Philip B. Simon, his attorney in fact