UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)*

 
	
Capella Education Company	
(Name of Issuer)

 
	
Common Stock, Par Value $0.01 Per Share	
(Title of Class of Securities)

139594105	
(CUSIP Number)

December 31, 2010	
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
 
*	 	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).
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 control number.

 
 
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13G

 
CUSIP No. 139594 10 5
 	
  1 	 	NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
 
Stephen G. Shank	
  2	 	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)   ¨         (b)   ¨
 	
  3	 	SEC USE ONLY
 	
  4	 	CITIZENSHIP OR PLACE OF ORGANIZATION
 
    United States	
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:	  	5 	  	SOLE VOTING POWER
 
    897,234 (See Item No. 4)	
	  	6	  	SHARED VOTING POWER
 
    403,750 (See Item No. 4)	
	  	7	  	SOLE DISPOSITIVE POWER
 
    897,234 (See Item No. 4)	
	  	8	  	SHARED DISPOSITIVE POWER
 
    403,750 (See Item No. 4)	
  9	 	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    1,300,984 (See Item No. 4)	
10	 	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 	
11	 	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
    7.98% (See Item No. 4)	
12	 	TYPE OF REPORTING PERSON*
 
    IN	
*SEE INSTRUCTION BEFORE FILLING OUT!
 
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Item 1.	 	(a)	  	Name of Issuer	  		  		
					
	 		  	Capella Education Company	  		  		
					
	 	(b)	  	Address of Issuer’s Principal Executive Offices	  		  		
					
	 		  	Capella Tower
225 South 6th Street, 9th Floor,
Minneapolis, MN 55402	  		  		
					
Item 2.	 	(a)	  	Name of Person Filing	  		  		
					
	 		  	Stephen G. Shank	  		  		
					
	 	(b)	  	Address of Principal Business Office or, if none, Residence	  		  		
					
	 		  	Capella Tower
225 South 6th Street, 9th Floor
Minneapolis, MN 55402	  		  		
					
	 	(c)	  	Citizenship	  		  		
					
	 		  	United States	  		  		
					
	 	(d)	  	Title of Class of Securities	  		  		
					
	 		  	Common Stock, Par Value $0.01 Per Share	  		  		
					
	 	(e)	  	CUSIP Number 	  		  		
					
	 		  	139594105	  		  		
			
Item 3.	 	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:	  		
				
	 	(a)	  	¨	  	Broker or dealer registered under section 15 of the Act;	
				
	 	(b)	  	¨	  	Bank as defined in section 3(a)(6) of the Act;	
				
	 	(c)	  	¨	  	Insurance company as defined in section 3(a)(19) of the Act;	
				
	 	(d)	  	¨	  	Investment company registered under section 8 of the Investment Company Act of 1940;	
				
	 	(e)	  	¨	  	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);	
				
	 	(f)	  	¨	  	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);	
				
	 	(g)	  	¨	  	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);	
				
	 	(h)	  	¨	  	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;	
				
	 	(i)	  	¨	  	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;	
				
	 	(j)	  	¨	  	Group, in accordance with § 240.13d-1(b)(1)(ii)(J);	
				
	 	(k)	  	¨	  	Group, in accordance with § 240.13d-1(b)(1)(ii)(K);	
			
	 	If filing as part of a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:                                         	  		
 
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Item 4.	  	Ownership	  		  		
					
	  	(a)	  	Amount Beneficially Owned: 1,300,984*	  		  		
					
	  	(b)	  	Percent of Class: 7.98%*	  		  		
					
	  	(c)	  	Number of shares as to which such person has:	  		  		
						
	  		  	(i)	  	Sole power to vote or to direct the vote: 897,234	  		  		
						
	  		  	(ii)	  	Shared power to vote or to direct the vote: 403,750*	  		  		
						
	  		  	(iii)	  	Sole power to dispose or to direct the disposition of: 897,234	  		  		
						
	  		  	(iv)	  	Shared power to dispose or to direct the disposition of: 403,750*	  		  		
			
	  	*Includes: 149,577 shares beneficially held by reporting person’s spouse, Judith F. Shank;
10,062 shares beneficially held by the Stephen G. Shank December 2010 7 Year Grantor Retained Annuity Trust, the trustee of which is Mary Shank Retzlaff, the reporting person’s daughter; 10,062 shares beneficially held by Judith F. Shank December 2010 7 Year Grantor Retained Annuity Trust, the trustee of which is Susan Shank, the reporting person’s daughter; 18,307 shares beneficially held by the Stephen G. Shank October 2010 7 Year Grantor Retained Annuity Trust, the trustee of which is Mary Shank Retzlaff, the reporting person’s daughter; 18,307 shares beneficially held by Judith F. Shank October 2010 7 Year Grantor Retained Annuity Trust, the trustee of which is Susan Shank, the reporting person’s daughter; 22,600 shares beneficially held by the Stephen G. Shank 2010 7 Year Grantor Retained Annuity Trust, the trustee of which is Mary Shank Retzlaff, the reporting person’s daughter; 37,957 shares beneficially held by the Stephen G. Shank 2009 5 year #1 Grantor Retained Annuity Trust, the trustee of which is Mary Shank Retzlaff, the reporting person’s daughter; 37,957 shares beneficially held by the Judith F. Shank 2009 5 year #1 Grantor Retained Annuity Trust, the trustee of which is Susan Shank, the reporting person’s daughter; 30,595 shares beneficially held by the Stephen G. Shank 2009 2 year #1 Grantor Retained Annuity Trust, the trustee of which is Mary Shank Retzlaff, the reporting person’s daughter; 30,595 shares beneficially held by the Judith F. Shank 2009 2 year #1 Grantor Retained Annuity Trust, the trustee of which is Susan Shank, the reporting person’s daughter; 9,809 shares beneficially held by the Stephen G. Shank October 2009 5 year #2 Grantor Retained Annuity Trust, the trustee of which is Mary Shank Retzlaff, the reporting person’s daughter; 9,809 shares beneficially held by Judith F. Shank October 2009 5 year #2 Grantor Retained Annuity Trust, the trustee of which is Susan Shank, the reporting person’s daughter; 5,689 shares beneficially held by the Stephen G. Shank October 2009 2 year #2 Grantor Retained Annuity Trust, the trustee of which is Mary Shank Retzlaff, the reporting person’s daughter; 5,689 shares beneficially held by Judith F. Shank October 2009 2 year #2 Grantor Retained Annuity Trust, the trustee of which is Susan Shank, the reporting person’s daughter; and 6,735 shares beneficially held by the Shank Family Foundation, of which the reporting person is a trustee.	  		
			
Item 5.	  	Ownership of Five Percent or Less of a Class	  		
			
	  	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   ¨ .	  		
			
	  	Not applicable	  		
			
	  	Instruction. Dissolution of a group requires a response to this item.	  		
				
Item 6.	  	Ownership of More than Five Percent on Behalf of Another Person.	  		  		
				
	  	Not applicable	  		  		
		
Item 7.	  	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.	
		
	  	Not applicable	
				
Item 8.	  	Identification and Classification of Members of the Group	  		  		
				
	  	Not applicable	  		  		
				
Item 9.	  	Notice of Dissolution of Group	  		  		
				
	  	Not applicable	  		  		
				
Item 10.	  	Certification	  		  		
				
	  	Not applicable	  		  		
 
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SIGNATURE
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.

  February 11, 2011	
Date
 
  /s/ Stephen G. Shank	
Signature
 
  Stephen G. Shank	
Name/Title	
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
NOTE : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
 
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