Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  BEAR STEARNS ASSET MANAGEMENT INC
2. Date of Event Requiring Statement (Month/Day/Year)
12/12/2007
3. Issuer Name and Ticker or Trading Symbol
K12 INC [LRN]
(Last)
(First)
(Middle)
237 PARK AVENUE, 7TH FLOOR, 
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10017
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Convertible Preferred Stock   (1)   (1) Common Stock 773,755 $ (1) I By CVC (2)
Series B Convertible Preferred Stock   (1)   (1) Common Stock 365,808 $ (1) I By Offshore (2)
Series B Convertible Preferred Stock   (1)   (1) Common Stock 306,543 $ (1) I By BSC (2)
Series B Convertible Preferred Stock   (1)   (1) Common Stock 17,166 $ (1) I By CVCP (2)
Series C Convertible Preferred Stock   (1)   (1) Common Stock 1,034,100 $ (1) I By CVC (2)
Series C Convertible Preferred Stock   (1)   (1) Common Stock 488,891 $ (1) I By Offshore (2)
Series C Convertible Preferred Stock   (1)   (1) Common Stock 409,685 $ (1) I By BSC (2)
Series C Convertible Preferred Stock   (1)   (1) Common Stock 22,942 $ (1) I By CVCP (2)
Option (Right to Buy)   (3) 12/31/2014 Common Stock 5,184 $ 9.18 I By CVC (2)
Option (Right to Buy)   (3) 12/31/2014 Common Stock 2,451 $ 9.18 I By Offshore (2)
Option (Right to Buy)   (3) 12/31/2014 Common Stock 2,053 $ 9.18 I By BSC (2)
Option (Right to Buy)   (3) 12/31/2014 Common Stock 114 $ 9.18 I By CVCP (2)
Option (Right to Buy)   (4) 12/31/2013 Common Stock 5,184 $ 7.65 I By CVC (2)
Option (Right to Buy)   (4) 12/31/2013 Common Stock 2,451 $ 7.65 I By Offshore (2)
Option (Right to Buy)   (4) 12/31/2013 Common Stock 2,053 $ 7.65 I By BSC (2)
Option (Right to Buy)   (4) 12/31/2013 Common Stock 114 $ 7.65 I By CVCP (2)
Option (Right to Buy)   (5) 12/31/2012 Common Stock 5,184 $ 6.83 I By CVC (2)
Option (Right to Buy)   (5) 12/31/2012 Common Stock 2,451 $ 6.83 I By Offshore (2)
Option (Right to Buy)   (5) 12/31/2012 Common Stock 2,053 $ 6.83 I By BSC (2)
Option (Right to Buy)   (5) 12/31/2012 Common Stock 114 $ 6.83 I By CVCP (2)
Option (Right to Buy)   (6) 12/31/2011 Common Stock 5,184 $ 6.83 I By CVC (2)
Option (Right to Buy)   (6) 12/31/2011 Common Stock 2,451 $ 6.83 I By Offshore (2)
Option (Right to Buy)   (6) 12/31/2011 Common Stock 2,053 $ 6.83 I By BSC (2)
Option (Right to Buy)   (6) 12/31/2011 Common Stock 114 $ 6.83 I By CVCP (2)
Option (Right to Buy)   (7) 12/31/2010 Common Stock 3,888 $ 6.83 I By CVC (2)
Option (Right to Buy)   (7) 12/31/2010 Common Stock 1,838 $ 6.83 I By Offshore (2)
Option (Right to Buy)   (7) 12/31/2010 Common Stock 1,540 $ 6.83 I By BSC (2)
Option (Right to Buy)   (7) 12/31/2010 Common Stock 86 $ 6.83 I By CVCP (2)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BEAR STEARNS ASSET MANAGEMENT INC
237 PARK AVENUE, 7TH FLOOR
NEW YORK, NY 10017
    X    
BEAR STEARNS COMPANIES INC
383 MADISON AVENUE
NEW YORK, NY 10179
    X    
Constellation Ventures Management II, LLC
237 PARK AVENUE, 7TH FLOOR
NEW YORK, NY 10017
    X    
Friedman Clifford H
C/O BEAR STEARNS ASSET MANAGEMENT, INC.
237 PARK AVENUE, 7TH FLOOR
NEW YORK, NY 10017
    X    
BSC EMPLOYEE FUND VI LP
237 PARK AVENUE, 7TH FLOOR
NEW YORK, NY 10017
    X    
CONSTELLATION VENTURE CAPITAL II LP
237 PARK AVENUE, 7TH FLOOR
NEW YORK, NY 10017
    X    
CVC II Partners, LLC
237 PARK AVENUE, 7TH FLOOR
NEW YORK, NY 10017
    X    
Constellation Venture Capital Offshore II, LP
237 PARK AVENUE, 7TH FLOOR
NEW YORK, NY 10017
    X    

Signatures

/s/ Clifford H. Friedman, as Member of Constellation Ventures Management II, LLC, the General Partner of The BSC Employee Fund VI, L.P. 12/12/2007
**Signature of Reporting Person Date

/s/ Clifford H. Friedman, as Member of Constellation Ventures Management II, LLC, the General Partner of Constellation Venture Capital II, L.P. 12/12/2007
**Signature of Reporting Person Date

/s/ Clifford H. Friedman, as Senior Managing Director of Bear Stearns Asset Management Inc., the Managing Member of CVC II Partners, L.L.C. 12/12/2007
**Signature of Reporting Person Date

/s/ Clifford H. Friedman, as Member of Constellation Ventures Management II, LLC, the General Partner of Constellation Venture Capital Offshore II, L.P. 12/12/2007
**Signature of Reporting Person Date

/s/ Kenneth L. Edlow, as Secretary of The Bear Stearns Companies Inc. 12/12/2007
**Signature of Reporting Person Date

/s/ Clifford H. Friedman, as Member of Constellation Ventures Management II, LLC 12/12/2007
**Signature of Reporting Person Date

/s/ Clifford H. Friedman, as Senior Managing Director of Bear Stearns Asset Management Inc. 12/12/2007
**Signature of Reporting Person Date

/s/ Clifford H. Friedman 12/12/2007
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) The convertible preferred stock is convertible at any time and will convert automatically into Common Stock immediately prior to the Issuer's initial public offering. Each 5.1 shares of preferred stock are convertible into one share of Common Stock. It has no expiration date.
(2) The Bear Stearns Companies, Inc. ("BSCI") is the sole managing member of Constellation Ventures Management II, LLC ("Management") and is the parent company of Bear Stearns Asset Management Inc. ("BSAM"). Mr. Clifford H. Friedman is a member of Management and a senior managing director of BSAM. Management is the sole managing general partner of The BSC Employee Fund VI, L.P. ("BSC"), the sole general partner of Constellation Venture Capital II, L.P. ("CVC") and the sole general partner of Constellation Venture Capital Offshore II, L.P. ("Offshore"). BSAM is the sole managing member of CVC II Partners, LLC ("CVCP") and is the investment adviser to BSC, CVC, Offshore and CVCP. Each Reporting Person disclaims beneficial ownership of any securities that exceed its pecuniary interest in the securities held by these entities.
(3) Option was granted on 5/17/07 and vests over 4 years in 16 quarterly installments.
(4) Option was granted on 4/27/06 and vests over 4 years in 16 quarterly installments.
(5) Option was granted on 3/24/05 and vests over 4 years in 16 quarterly installments.
(6) Option was granted on 3/31/04 and vests over 4 years in 16 quarterly installments.
(7) Option was granted on 2/10/03 and vests over 4 years in 16 quarterly installments.

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