Edgar Filing: Grand Canyon Education, Inc.

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 ^*

Â Endeavour Capital IV, LLC

2. Date of Event Requiring Statement (Month/Day/Year)
11/19/2008

3. Issuer Name and Ticker or Trading Symbol
Grand Canyon Education, Inc. [LOPE]

(Last)

(First)

(Middle)

920 SW SIXTH AVENUE, SUITE 1400

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)

PORTLAND,Â ORÂ 97204

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 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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	4,213 ⁽¹⁾ ⁽²⁾	$ ⁽¹⁾	I	Endeavour Capital Fund IV, L.P.
Series A Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	258 ⁽¹⁾ ⁽²⁾	$ ⁽¹⁾	I	Endeavor Associates Fund IV, L.P.
Series A Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	477 ⁽¹⁾ ⁽²⁾	$ ⁽¹⁾	I	Endeavor Capital Parallel Fund IV, L.P.
Series C Preferred Stock	Â ⁽³⁾	Â ⁽³⁾	Common Stock	1,426.09 ⁽²⁾ ⁽³⁾	$ ⁽³⁾	I	Endeavour Capital Fund IV, L.P.
Series C Preferred Stock	Â ⁽³⁾	Â ⁽³⁾	Common Stock	87.44 ⁽²⁾ ⁽³⁾	$ ⁽³⁾	I	Endeavor Associates Fund IV, L.P.
Series C Preferred Stock	Â ⁽³⁾	Â ⁽³⁾	Common Stock	161.48 ⁽²⁾ ⁽³⁾	$ ⁽³⁾	I	Endeavor Capital Parallel Fund IV, L.P.

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Endeavour Capital IV, LLC 920 SW SIXTH AVENUE, SUITE 1400 PORTLAND,Â ORÂ 97204	Â	Â X	Â	Â

Signatures

/s/ Lyn Bickle, Attorney-in-Fact		11/19/2008
^**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)	Upon the closing of the initial public offering of the Issuer's Common Stock, each share of Series A Preferred Stock will automatically convert into 1,826 shares of the Issuer's Common Stock, for no additional consideration.
(2)	Endeavour Capital IV, LLC is the general partner of Endeavour Capital Fund IV, L.P., Endeavour Associates Fund IV, L.P. and Endeavour Capital Parallel Fund IV, L.P. Endeavour Capital IV, LLC disclaims beneficial ownership of these shares except to the extent of its pecuniary interest therein.
(3)	Upon the closing of the initial public offering of the Issuer's Common Stock, each share of Series C Preferred Stock will automatically convert into shares of the Issuer's Common Stock based on a conversion price equal to the initial public offering price per share, for no additional consideration.
Â Remarks: ExhibitÂ 24Â -Â PowerÂ ofÂ Attorney

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