SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
(Amendment No. )¹

K12 Inc.

(Name of Issuer)

Common Stock
(Title of Class of Securities)

48273U 102
(CUSIP Number)

December 31, 2007
(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)

¹ 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).

 

 

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Item 1.

	(a)		Name of Issuer:
			K12 Inc.
	(b)		Address of Issuer’s Principal Executive Offices:

2300 Corporate Park Drive
Herndon, VA 20171

Item 2.

	(a)		Name of Persons Filing:
			Learning Group LLC Learning Group Partners
			Hampstead Associates, L.L.C.
			Cornerstone Financial Group LLC
			Knowledge Industries LLC
			Knowledge Universe Learning Group LLC
			Ridgeview Associates, LLC
			Lowell J. Milken
			Michael R. Milken
	(b)		Address of Principal Business Office:

1250 Fourth Street
Santa Monica, California 90401

	(c)		Citizenship:
			See Item 4 of each cover page.
	(d)		Title of Class of Securities:
			Common Stock
	(e)		CUSIP Number:
			48273U 102

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.

(a)

Amount Beneficially Owned:

     Learning Group LLC (“Learning Group”) holds 4,665,083 shares of common stock of the Issuer. Knowledge Universe Learning Group LLC (“KULG”) holds warrants to purchase 7,965 shares of common stock of the Issuer. KULG also may be deemed to be a controlling person of Learning Group, and in such capacity may be deemed to have the power to direct the voting and disposition of, and to share beneficial ownership of, the securities owned of record by Learning Group.

     Learning Group Partners (“Learning Group Partners”) holds 609,171 shares of common stock of the Issuer.

     Hampstead Associates, L.L.C. (“Hampstead”) holds 1,522 shares of common stock of the Issuer. Ridgeview Associates, LLC (“Ridgeview”) is the manager and a member of Hampstead, and in such capacities may be deemed to have the power to direct the voting and disposition of, and to share beneficial ownership of, the securities owned of record by Hampstead.

     Cornerstone Financial Group LLC (“Cornerstone”) holds warrants to purchase 116,632 shares of common stock of the Issuer.

     Knowledge Industries LLC (“Knowledge Industries”) holds 114,135 shares of common stock of the Issuer.

     Lowell J. Milken holds options to purchase 39,216 common stock of the Issuer.

     Lowell J. Milken may be deemed to be a controlling person of each of Learning Group, KULG, Learning Group Partners, Hampstead, Ridgeview and Cornerstone and in such capacities may be deemed to have the power to direct the voting and disposition of, and to share beneficial ownership of, any securities beneficially owned by any of such entities, but disclaims such beneficial ownership.

     Michael R. Milken may be deemed to be a controlling person of each of Learning Group, KULG, Learning Group Partners, Hampstead, Ridgeview and Knowledge Industries, and in such capacity may be deemed to have the power to direct the voting and disposition of, and to share beneficial ownership of, any securities beneficially owned by any of such entities, but disclaims such beneficial ownership.

     The persons named in Item 2(a) of this Schedule 13G may be deemed to be a group with respect to the securities of the Issuer which they hold directly or indirectly. Such persons disclaim such group membership.

	(b)		Percent of Class:
			See Item 11 of each cover page.
	(c)		Number of shares as to which such person has:

     (i) Sole power to vote or direct the vote:

     See Item 5 of each cover page.

     (ii) Shared power to vote or direct the vote:

     See Item 6 of each cover page.

     (iii) Sole power to dispose or direct the disposition of:

     See Item 7 of each cover page.

     (iv) Shared power to dispose or direct the disposition of:

     See Item 8 of each cover page.

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.

See Item 4 above.

Not Applicable.

Item 8. Identification and Classification of Members of the Group.

See Attachment A.

Item 9. Notice of Dissolution of Group.

Not Applicable.

Item 10. Certification.

Not Applicable.

SIGNATURES

     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.

ATTACHMENT A

     Learning Group LLC, a Delaware limited liability company, Learning Group Partners, a California general partnership, Hampstead Associates, L.L.C., a Delaware limited liability company, Ridgeview Associates, LLC, a California limited liability company, Cornerstone Financial Group LLC, a California limited liability company, Knowledge Industries LLC, a California limited liability company, Knowledge Universe Learning Group, a Delaware limited liability company, Lowell J. Milken, an individual, and Michael R. Milken, an individual may be deemed to be a group under Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) with respect to the securities of the issuer. Such persons disclaim such group membership. The filing of this statement shall not be deemed an admission that, for purposes of Section 13 of the Exchange Act, or otherwise, a Reporting Person is the beneficial owner of equity securities covered by this statement or any other statement that are beneficially owned, directly or indirectly, by any other person.

EXHIBIT INDEX

Exhibit 1 —      JOINT FILING AGREEMENT

EXHIBIT 1

JOINT FILING AGREEMENT

     The undersigned acknowledge and agree that the foregoing Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this 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.