Ownership Submission
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 *
MOLLUSK HOLDINGS LLC
  2. Issuer Name and Ticker or Trading Symbol
K12 INC [LRN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
101 YGNACIO VALLEY ROAD, SUITE 310
3. Date of Earliest Transaction (Month/Day/Year)
12/18/2007
(Street)

WALNUT CREEK, CA 94596
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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 12/18/2007   C   2,321,157 A (1) 2,321,157 D (2)  

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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
Series B Preferred Stock (1) 12/18/2007   C     2,667,034   (1)   (1) Common Stock 522,947 $ 0 0 D (2)  
Series C Preferred Stock (1) 12/18/2007   C     5,295,631   (1)   (1) Common Stock 1,038,306 $ 0 0 D (2)  
Series B Preferred Stock Warrants (Right to buy) $ 1.34 12/18/2007   C     1,164,179   (3) 04/08/2008 Series B Preferred Stock 1,164,179 $ 0 0 D (2)  
Common Stock Warrants (Right to buy) $ 6.83 12/18/2007   C   228,270     (3) 04/08/2008 Common Stock 228,270 $ 0 228,270 D (2)  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MOLLUSK HOLDINGS LLC
101 YGNACIO VALLEY ROAD
SUITE 310
WALNUT CREEK, CA 94596
    X    
CEPHALOPOD CORP
101 YGNACIO VALLEY ROAD
SUITE 310
WALNUT CREEK, CA 94596
    X    
LAWRENCE INVESTMENTS LLC
101 YGNACIO VALLEY ROAD
SUITE 310
WALNUT CREEK, CA 94596
    X    
ELLISON LAWRENCE JOSEPH
500 ORACLE PARKWAY
REDWOOD SHORES, CA 94065
    X    

Signatures

 Philip B. Simon, President of Cephalopod Corporation, Member of Mollusk Holdings, LLC   03/28/2008
**Signature of Reporting Person Date

 Philip B. Simon, President   03/28/2008
**Signature of Reporting Person Date

 Philip B. Simon, Member   03/28/2008
**Signature of Reporting Person Date

 Philip B. Simon, Attorney-in-Fact   03/28/2008
**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) Each series of Preferred Stock converted into Common Stock automatically upon the consummation of the Issuer's initial public offering. The ratio for conversion of each series of Preferred Stock to Common Stock was 5.1 to 1, as provided in the Issuer's Certificate of Incorporation, and has no expiration date.
(2) The reported securities owned directly by the above named reporting person are owned indirectly by Cephalopod Corporation, Lawrence Investments, LLC and Lawrence J. Ellison through direct and indirect ownership of the membership interests in Mollusk Holdings, LLC. Cephalopod Corporation, Lawrence Investments, LLC and Lawrence J. Ellison disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interests therein. For more information, please see Schedule 13G filed on February 14, 2008.
(3) The warrant became exercisable on the date of issuance. The warrant as issued represented the right to purchase 1,164,179 shares of Series B Preferred Stock at a strike price of $1.34 per share and was automatically converted upon the Issuer's initial public offering into a warrant to purchase common stock based on a conversion ratio of 5.1 to 1.
 
Remarks:
Philip B. Simon signed for Lawrence J. Ellison pursuant to Limited Power of Attorney for 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.

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