Statement of Changes in Beneficial Ownership (4)

FORM 4 [ X ] 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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	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 * Watt Andrew E	2. Issuer Name and Ticker or Trading Symbol CAPELLA EDUCATION CO [ CPLA ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                      _____ 10% Owner __ X __ Officer (give title below)      _____ Other (specify below) Senior Vice President
(Last)          (First)          (Middle) 225 SOUTH SIXTH STREET, 9TH FLOOR	3. Date of Earliest Transaction (MM/DD/YYYY) 8/1/2018
(Street) MINNEAPOLIS, MN 55402 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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 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	8/1/2018		D		13827	D	(1) (2)	0	D
Common Stock	8/1/2018		D		492.3853	D	(1) (3)	0	I	Held in 401(k) Plan

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
Employee Stock Option (right to buy)	$64.99	8/1/2018		D			630	(4)	2/19/2024	Common Stock	630	(4)	0	D
Employee Stock Option (right to buy)	$65.40	8/1/2018		D			1918	(5)	2/18/2025	Common Stock	1918	(5)	0	D
Employee Stock Option (right to buy)	$45.46	8/1/2018		D			3008	(6)	2/21/2026	Common Stock	3008	(6)	0	D
Employee Stock Option (right to buy)	$76.70	8/1/2018		D			5248	(7)	2/27/2027	Common Stock	5248	(7)	0	D

Explanation of Responses:
(1)	Each share of common stock of Capella Education Company ("Capella") reported as disposed of herein was cancelled and converted into the right to receive 0.875 shares of Strategic Education, Inc. (the "Exchange Ratio") at the effective time of the merger pursuant to that certain Agreement and Plan of Merger, dated as of October 29, 2017, by and among Strayer Education, Inc. (which was renamed "Strategic Education, Inc." on August 1, 2018), Capella and Sarg Sub Inc. ("Merger Sub"), whereby the parties thereto effected the merger of Capella into Merger Sub to become a wholly owned subsidiary of Strayer Education, Inc.(the "Merger"). No additional consideration was received in connection with the disposition of such securities.
(2)	Includes 10,760 restricted stock unit awards to acquire common stock of Capella ("Capella RSUs"), 3,055 of which were due to vest on December 14, 2018, 1,383 of which were due to vest on February 22, 2019, 1,293 of which were due to vest on February 27, 2020, and 5,029 were due to vest on February 26, 2022. Pursuant to the Merger Agreement, each Capella RSU was disposed of in exchange for a number of restricted stock unit awards to acquire common stock of Strategic Education, Inc. ("Strategic RSUs") based on the Exchange Ratio. The Strategic RSUs will be subject to substantially the same terms and conditions of the Capella RSUs. No additional consideration was received in connection with the disposition of such securities.
(3)	Reflects the number of Capella common stock shares equivalent to the total units held in the reporting person's stock fund pursuant to Capella's 401(k) plan based on the closing price of the stock fund on July 30, 2018.
(4)	This option provided for vesting in four equal annual installments beginning February 20, 2015, of which 630 shares remained unexercised. Pursuant to the Merger Agreement, each unexercised option was disposed of in exchange for options to acquire a number of Strategic Education, Inc.'s common stock ("Strategic common stock") shares based on the Exchange Ratio with an exercise price per share of Strategic common stock equal to the exercise price per share of the Capella stock options divided by the Exchange Ratio. No additional consideration was received in connection with the disposition of such securities.
(5)	This option provided for vesting in four equal annual installments beginning February 19, 2016, of which 1,918 shares remained unexercised. Pursuant to the Merger Agreement, each unexercised option was disposed of in exchange for options to acquire a number of Strategic common stock shares based on the Exchange Ratio with an exercise price per share of Strategic common stock equal to the exercise price per share of the Capella stock options divided by the Exchange Ratio. No additional consideration was received in connection with the disposition of such securities.
(6)	This option provided for vesting in four equal annual installments beginning February 22, 2017, of which 3,008 shares remained unexercised. Pursuant to the Merger Agreement, each unexercised option was disposed of in exchange for options to acquire a number of Strategic common stock shares based on the Exchange Ratio with an exercise price per share of Strategic common stock equal to the exercise price per share of the Capella stock options divided by the Exchange Ratio. No additional consideration was received in connection with the disposition of such securities.
(7)	This option provided for vesting in four equal annual installments beginning February 27, 2018, of which 5,248 shares remained unexercised. Pursuant to the Merger Agreement, each unexercised option was disposed of in exchange for options to acquire a number of Strategic common stock shares based on the Exchange Ratio with an exercise price per share of Strategic common stock equal to the exercise price per share of the Capella stock options divided by the Exchange Ratio. No additional consideration was received in connection with the disposition of such securities.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Watt Andrew E 225 SOUTH SIXTH STREET 9TH FLOOR MINNEAPOLIS, MN 55402			Senior Vice President

Signatures
/s/ Kelly Jacobus as Attorney-in-Fact for Andrew E. Watt		8/3/2018
** 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).
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