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 *
Clark Andrew S.
   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 _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last)
(First)
(Middle)
13500 EVENING CREEK DRIVE NORTH, SUITE 600		 3. Date of Earliest Transaction (Month/Day/Year)
09/13/2013
(Street)

SAN DIEGO, CA 92128		 4. If Amendment, Date 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
(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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
Forward sale contract (obligation to sell) (2) (3) 09/13/2013   J(1)(2)(3)   150,000 (2) (3)     (2)(3)   (2)(3) Common Stock 150,000 $ 0 (2) (3) 0 I By trust

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Clark Andrew S.
13500 EVENING CREEK DRIVE NORTH
SUITE 600
SAN DIEGO, CA 92128		   X     Chief Executive Officer  

Signatures

 /s/ Diane L. Thompson, as Attorney-in-Fact   09/17/2013
**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) Transaction code is J/K.
(2) On September 13, 2013, the reporting person entered into a prepaid variable forward sale contract with an unaffiliated third party buyer. The contract obligates the reporting person to deliver to the buyer shares of the issuer's common stock within three business day of each of August 18, 2015, August 19, 2015 and August 20, 2015 (the "Maturity Dates") in amounts up to 50,000, 50,000 and 50,000 shares (or, at the reporting person's election, an equivalent amount of cash based on the market price of the issuer's common stock at that time), respectively, on the applicable Maturity Date. In exchange for assuming this obligation, the reporting person received a cash payment of $2,069,362.79 as of the date of entering into the contract. The reporting person pledged 150,000 shares of the issuer's Common Stock to secure his obligations under the contract and retained dividend and voting rights in the pledged shares during the term of the pledge.
(3) The number of shares of Common Stock to be delivered within three business days following each Maturity Date is to be determined as follows: (i) If the closing price per share on the applicable Maturity Date (in each case, the "Settlement Price") is less than or equal to $17.4409 (the "Forward Floor Price"), 50,000 shares of common stock (the "Number of Shares"); (ii) If the Settlement Price is greater than the Forward Floor Price but less than or equal to $26.1614 (the "Forward Cap Price"), a number of shares equal to the product of (x) the Number of Shares multiplied by (y) the Forward Floor Price divided by the Settlement Price; (iii) If the Settlement Price is greater than the Forward Cap Price, a number of Shares equal to the product of (x) the Number of Shares multiplied by (y) the quotient of (I) the Forward Floor Price plus (Settlement Price - Forward Cap Price), divided by (II) the Settlement Price.

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