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 *
KCDL 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 _____ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
X See Fn.(1)(2)(3)(4)(5)(6)(7)
(Last)
(First)
(Middle)
1250 FOURTH STREET
3. Date of Earliest Transaction (Month/Day/Year)
01/27/2011
(Street)

SANTA MONICA, CA 90401
4. If Amendment, Date Original Filed(Month/Day/Year)
01/31/2011
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

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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 A Special Stock, par value $0.0001 (1) (2) (3) 01/27/2011   C   2,750,000   01/27/2011   (3) Common Stock 2,750,000 (2) 2,750,000 D (4) (5) (6) (7)  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
KCDL HOLDINGS LLC
1250 FOURTH STREET
SANTA MONICA, CA 90401
      X See Fn.(1)(2)(3)(4)(5)(6)(7)
MILKEN LOWELL J
1250 FOURTH STREET
SANTA MONICA, CA 90401
      X See Fn.(1)(2)(3)(4)(5)(6)(7)
MILKEN MICHAEL R
1250 FOURTH STREET
SANTA MONICA, CA 90401
      X See Fn.(1)(2)(3)(4)(5)(6)(7)
KNOWLEDGE UNIVERSE LEARNING GROUP LLC
1250 FOURTH STREET
SANTA MONICA, CA 90401
      X See Fn.(4)(5)(6)(7)

Signatures

 /s/ Lowell J. Milken   01/31/2011
**Signature of Reporting Person Date

 /s/ Michael R. Milken   01/31/2011
**Signature of Reporting Person Date

 /s/ Stanley E. Maron, Secretary of Knowledge Universe Learning Group LLC   01/31/2011
**Signature of Reporting Person Date

 /s/ Stanley E. Maron, Secretary of KCDL Holdings LLC   01/31/2011
**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) The Series A Special Stock (the "Special Stock") represents a series of K12 Inc. (the "Issuer") Preferred Stock.
(2) The shares of Special Stock were issued to KCDL Holdings LLC ("KCDL") on July 23, 2010 pursuant to an Agreement and Plan of Merger, dated as of July 23, 2010, among the Issuer, Kayleigh Sub Two LLC, a wholly owned subsidiary of the Issuer, Kayleigh Sub One Corp., a wholly owned subsidiary of the Issuer, KCDL and KC Distance Learning, Inc., a wholly owned subsidiary of KCDL. The acquisition of the Special Stock was previously reported on a Form 4 filed on July 27, 2010.
(3) Following approval by the holders of a majority of the Issuer's Common Stock at a special meeting of stockholders on January 27, 2011, the Special Stock is convertible into shares of Common Stock of the Issuer at any time on a one-for-one basis, with no expiration date, subject to certain anti-dilution provisions as set forth in the Certificate of Designations, Preferences and Relative and Other Special Rights, dated as of July 23, 2010 (the "Certificate of Designations"). Upon the satisfaction of certain conditions set forth in the Certificate of Designations, the Special Stock will automatically convert into 2,750,000 shares of Common Stock.
(4) Knowledge Universe Learning Group LLC ("KULG") may be deemed a controlling person of KCDL, 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 owned of record by KCDL.
(5) Each of Lowell J. Milken and Michael R. Milken may be deemed to be a controlling person of each of KULG and KCDL. In such capacities, each of Lowell J. Milken and Michael R. Milken may be deemed to have the power to direct the voting and disposition of, and to share beneficial ownership of, any securities owned of record, or beneficially owned, by each of KULG and KCDL, but each of Mssrs. L. Milken and M. Milken disclaims such beneficial ownership except to the extent of his pecuniary interest therein.
(6) The Reporting Persons may be deemed to be a group, and also may be deemed to be a group with other entities which are controlled, directly or indirectly, by Lowell J. Milken and/or Michael R. Milken. The Reporting Persons disclaim such group membership. The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, 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.
(7) This amendment is being filed to correctly identify Knowledge Universe Learning Group LLC in the table of Reporting Persons.

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