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
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
WILFORD THOMAS J

(Last) (First) (Middle)
P.O. BOX 70

(Street)
BOISE ID 83707

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
12/12/2007
3. Issuer Name and Ticker or Trading Symbol
K12 INC [ LRN ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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)
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: 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 810,067 (1) I Alscott Investments, LLC(2)
Stock Option (right to buy) 02/10/2007 02/10/2011 Common Stock 4,901 6.83 D
Stock Option (right to buy) (3) 03/31/2012 Common Stock 4,901 6.83 D
Stock Option (right to buy) (4) 03/31/2013 Common Stock 4,901 6.83 D
Stock Option (right to buy) (5) 01/01/2014 Common Stock 4,901 7.65 D
Stock Option (right to buy) (6) 05/17/2015 Common Stock 4,901 9.18 D
Explanation of Responses:
1. 5.1 shares of the Company's convertible preferred stock will be convertible into one share of common stock upon the closing of the Company's initial public offering and the preferred shares do not have an expiration date.
2. Mr. Wilford has voting and investment power with respect to shares held by Alscott Investments, LLC. Mr. Wilford disclaims beneficial ownership of the shares held by Alscott Investments, LLC except to the extent of his pecuniary interest therein.
3. Shares vest 25% on the one year-anniversary of the grant date (March 31, 2004) and the remaining 75% vest quarterly for the following three years.
4. Shares vest 25% on the one year-anniversary of the grant date (March 31, 2005) and the remaining 75% vest quarterly for the following three years.
5. Shares vest 25% on the one year-anniversary of the grant date (January 1, 2006) and the remaining 75% vest quarterly for the following three years.
6. Shares vest 25% on the one year-anniversary of the grant date (May 17, 2007) and the remaining 75% vest quarterly for the following three years.
Remarks:
/s/ Christopher R. Ryan, attorney-in-fact 12/12/2007
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.