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
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                      	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	                      	

1. Name and Address of Reporting Person *

Warburg Pincus Private Equity VIII, L.P.	2. Issuer Name and Ticker or Trading Symbol

Bridgepoint Education Inc [ BPI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)	
(Last)          (First)          (Middle)

C/O WARBURG PINCUS LLC,, 450 LEXINGTON AVENUE	3. Date of Earliest Transaction (MM/DD/YYYY)

12/18/2013		
(Street)

NEW YORK, NY 10017
(City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)

 	6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person	

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned	
1.Title of Security
(Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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				
Common Stock, par value $0.01 per share  	12/18/2013  	 	D (1)	  	6878646  	D	$19.50  	27710574  	D   (2)	 	

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)	
1. Title of Derivate Security
(Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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	7. Title and Amount of Securities Underlying Derivative Security
(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					

Explanation of Responses:	
(  1) 	See Exhibit 99.1, note (1)	
(  2) 	See Exhibit 99.1, note (2)	

Remarks:
Exhibit List: Exhibit 99.1 - Explanation of Responses Exhibit 99.2 - Joint Filers' Names and Addresses Exhibit 99.3 - Joint Filers' Signatures *** The Power of Attorney given by each of Warburg Pincus & Co., Mr. Kaye and Mr. Landy was previously filed with the U.S. Securities & Exchange Commission on November 26, 2013 as an exhibit to a statement on Form 4 filed by Warburg Pincus Private Equity IX, L.P. with respect to Laredo Petroleum Holdings, Inc. and is hereby incorporated by reference.	

Reporting Owners	
Reporting Owner Name / Address	Relationships	
	Director	10% Owner	Officer	Other	
Warburg Pincus Private Equity VIII, L.P.
C/O WARBURG PINCUS LLC,
450 LEXINGTON AVENUE
NEW YORK, NY 10017	X	X			
Warburg Pincus Partners LLC
C/O WARBURG PINCUS LLC,
450 LEXINGTON AVENUE
NEW YORK, NY 10017	X	X			
WARBURG PINCUS & CO.
C/O WARBURG PINCUS LLC,
450 LEXINGTON AVENUE
NEW YORK, NY 10017	X	X			
WARBURG PINCUS LLC
C/O WARBURG PINCUS LLC,
450 LEXINGTON AVENUE
NEW YORK, NY 10017		X			
KAYE CHARLES R
C/O WARBURG PINCUS LLC,
450 LEXINGTON AVENUE
NEW YORK, NY 10017		X			
Landy Joseph P.
C/O WARBURG PINCUS LLC,
450 LEXINGTON AVENUE
NEW YORK, NY 10017		X			

Signatures		
WARBURG PINCUS PRIVATE EQUITY VIII, L.P. By: Warburg Pincus Partners LLC, its General Partner By: Warburg Pincus & Co., its Managing Member /s/ Robert B. Knauss Name: Robert B. Knauss Title: Attorney-in-Fact***		12/20/2013	
** 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 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).	
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 control number.	

Exhibit 99.1
 
Designated Filer: Warburg Pincus Private Equity VIII, L.P.
Issuer & Ticker Symbol: Bridgepoint Education Inc. [BPI]
Date of Event Requiring Statement: December 18, 2013
 
Explanation of Responses:
 
(1)  On December 18, 2013, 6,878,646 shares tendered by Warburg Pincus Private Equity VIII, L.P., a Delaware limited partnership (and together with its two affiliated partnerships, “WP VIII”), in connection with a tender offer by Bridgepoint Education Inc. (“Purchaser”) to purchase up to 10,250,000 shares of its common stock, par value $0.01 per share (“Common Stock”), were accepted by Purchaser for payment of $19.50 per share.
 
(2)  Warburg Pincus Partners LLC, a New York limited liability company (“WP Partners”), a subsidiary of Warburg Pincus & Co., a New York general partnership (“WP”), is the general partner of WP VIII.  WP is the managing member of WP Partners.  WP VIII is managed by Warburg Pincus LLC, a New York limited liability company (“WP LLC”).  WP VIII, WP Partners, WP and WP LLC are collectively referred to as the “Warburg Pincus Entities.”  Charles R. Kaye and Joseph P. Landy are each a Managing General Partner of WP and a Managing Member and Chief Executive Officer of WP LLC and may be deemed to control the Warburg Pincus Entities.  Each of WP VIII, WP Partners, WP LLC, WP and Messrs. Charles R. Kaye and Joseph P. Landy are referred to as a “Reporting Person.”  By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), WP, WP LLC, Mr. Kaye and Mr. Landy may be deemed to be the beneficial owners of Common Stock held by WP VIII.  Each of Mr. Kaye, Mr. Landy, WP VIII, WP Partners, WP and WP LLC disclaims beneficial ownership of the Common Stock except to the extent of any indirect pecuniary interest therein.  This Form 4 shall not be deemed an admission that any Reporting Person or any other person referred to herein is a beneficial owner of any Common Stock for purposes of Section 16 of the Exchange Act or for any other purpose or that any Reporting Person or other person has an obligation to file this Form 4, except, in each case, to the extent it or he has a pecuniary interest in such Common Stock for purposes of Section 16 of the Exchange Act.
 
WP VIII, WP Partners and  WP are directors-by-deputization solely for purposes of Section 16 of the Exchange Act.

Exhibit 99.2
 
Designated Filer: Warburg Pincus Private Equity VIII, L.P.
Issuer & Ticker Symbol: Bridgepoint Education Inc. [BPI]
Date of Event Requiring Statement: December 18, 2013
 
JOINT FILERS’ NAMES AND ADDRESSES

1.	 	Name:	 	Warburg Pincus Partners LLC	
 	 	Address:	 	c/o Warburg Pincus LLC	
 	 	 	 	450 Lexington Avenue	
 	 	 	 	New York, NY 10017	
 	 	 	 	 	
2.	 	Name:	 	Warburg Pincus LLC	
 	 	Address:	 	450 Lexington Avenue	
 	 	 	 	New York, NY 10017	
 	 	 	 	 	
3.	 	Name:	 	Warburg Pincus & Co.	
 	 	Address:	 	450 Lexington Avenue	
 	 	 	 	New York, NY 10017	
 	 	 	 	 	
4.	 	Name:	 	Charles R. Kaye	
 	 	Address:	 	c/o Warburg Pincus LLC	
 	 	 	 	450 Lexington Avenue	
 	 	 	 	New York, NY 10017	
 	 	 	 	 	
5.	 	Name:	 	Joseph P. Landy	
 	 	Address:	 	c/o Warburg Pincus LLC	
 	 	 	 	450 Lexington Avenue	
 	 	 	 	New York, NY 10017	

Exhibit 99.3
 
Designated Filer: Warburg Pincus Private Equity VIII, L.P.
Issuer & Ticker Symbol: Bridgepoint Education Inc. [BPI]
Date of Event Requiring Statement: December 18, 2013
 
JOINT FILERS’ SIGNATURES

 	WARBURG PINCUS PARTNERS LLC	 	Dated:  December 20, 2013	
 	By: 	Warburg Pincus & Co.,	 	 	 	
 	 	its Managing Member	 	 	 	
 	 	 	 	 	
 	By:	/s/ Robert B. Knauss	 	 	 	
 	Name:	Robert B. Knauss	 	 	 	
 	Title:	Attorney-in-fact*	 	 	 	
 	 	 	 	 	 	
 	WARBURG PINCUS LLC	 	Dated:  December 20, 2013	

 	By:	/s/ Robert B. Knauss	 	 	 	
 	Name:	Robert B. Knauss	 	 	 	
 	Title:	Managing Director	 	 	 	
 	 	 	 	 	 	
 	WARBURG PINCUS & CO.	 	Dated:  December 20, 2013	

 	By:	/s/ Robert B. Knauss	 	 	 	
 	Name:	Robert B. Knauss	 	 	 	
 	Title:	Attorney-in-fact*	 	 	 	
 	 	 	 	 	 	
 	CHARLES R. KAYE	 	Dated:  December 20, 2013	

 	By:	/s/ Robert B. Knauss	 	 	 	
 	Name:	Charles R. Kaye	 	 	 	
 	By:	Robert B. Knauss, Attorney-in-Fact*	 	 	 	
 	 	 	 	 	 	
 	JOSEPH P. LANDY	 	Dated:  December 20, 2013	

 	By:	/s/ Robert B. Knauss	 	 	 	
 	Name:	Joseph P. Landy	 	 	 	
 	By:	Robert B. Knauss, Attorney-in-Fact*	 	 	 	

* The Power of Attorney given by each of Warburg Pincus & Co., Mr. Kaye and Mr. Landy was previously filed with the U.S. Securities & Exchange Commission on November 26, 2013 as an exhibit to a statement on Form 4 filed by Warburg Pincus Private Equity IX, L.P. with respect to Laredo Petroleum Holdings, Inc. and is hereby incorporated by reference.