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 * DAVIS NATHANIEL A   2. Issuer Name and Ticker or Trading Symbol K12 INC [LRN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman and CEO (Last) (First) (Middle) 2300 CORPORATE PARK DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 09/04/2014 (Street) HERNDON, VA 20171 4. If Amendment, Date 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 (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) Code V Amount (A) or (D) Price Common Stock 09/04/2014   A   14,593 (1) A $ 0 253,630 D   Common Stock 09/04/2014   A   17,611 (2) A $ 0 271,241 D   Common Stock 09/04/2014   A   82,553 (3) A $ 0 353,794 D   Common Stock 09/04/2014   F(4)   9,352 D $ 18.17 344,442 D

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

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (right to buy)

$ 18.17

09/04/2014

A

185,985

(5)

09/04/2022

Common Stock

185,985

$ 0

185,985

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
DAVIS NATHANIEL A 2300 CORPORATE PARK DRIVE HERNDON, VA 20171	X		Chairman and CEO

Signatures

/s/ John C. Grothaus, attorney-in-fact		09/08/2014
**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)	These shares are restricted, with one-third vesting immediately, and the remaining two-thirds vesting in two equal annual installments thereafter.
(2)	These shares are restricted, and will all vest one year from the grant date.
(3)	These shares are restricted and will only begin vesting upon the achievement of performance objectives. Upon a determination of the extent to which the performance objectives were achieved, which will correspondingly determine the number of shares to be vested, the shares will vest as follows: one-third will vest immediately, and the remaining two-thirds wil vest in two equal annual installments thereafter.
(4)	Represents the number of shares withheld by the Company upon the vesting of restricted shares to cover the executive's withholding tax on income associated with the satisfaction of vesting conditions. The number of shares withheld is based upon the closing price of a share of K12 common stock on the vesting date.
(5)	Shares vest 25% on the one-year anniversary of the grant date and the remaining 75% vest quarterly for the following three years.

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