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 *
BEAR STEARNS ASSET MANAGEMENT INC
  2. Issuer Name and Ticker or Trading Symbol
K12 INC [LRN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
237 PARK AVE, 7TH FLOOR, 
3. Date of Earliest Transaction (Month/Day/Year)
12/18/2007
(Street)

NEW YORK, NY 10017
4. If Amendment, Date Original Filed(Month/Day/Year)
12/12/2007
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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
Common Stock 12/18/2007(1)   C   773,755 A (2) 773,755 I By CVC (3)
Common Stock 12/18/2007(1)   C   365,808 A (2) 1,139,563 I By Offshore (3)
Common Stock 12/18/2007(1)   C   306,543 A (2) 1,446,106 I By BSC (3)
Common Stock 12/18/2007(1)   C   17,166 A (2) 1,463,272 I By CVCP (3)
Common Stock 12/18/2007(1)   C   1,034,100 A (2) 2,497,372 I By CVC (3)
Common Stock 12/18/2007(1)   C   488,891 A (2) 2,986,263 I By Offshore (3)
Common Stock 12/18/2007(1)   C   409,685 A (2) 3,395,948 I By BSC (3)
Common Stock 12/18/2007(1)   C   22,942 A (2) 3,418,890 I By CVCP (3)

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
Series B Convertible Preferred Stock (2) 12/18/2007(1)   C     3,946,150   (2)   (2) Common Stock 773,755 $ 0 0 I By CVC (3)
Series B Convertible Preferred Stock (2) 12/18/2007(1)   C     1,865,619   (2)   (2) Common Stock 365,808 $ 0 0 I By Offshore (3)
Series B Convertible Preferred Stock (2) 12/18/2007(1)   C     1,563,369   (2)   (2) Common Stock 306,543 $ 0 0 I By BSC (3)
Series B Convertible Preferred Stock (2) 12/18/2007(1)   C     87,549   (2)   (2) Common Stock 17,166 $ 0 0 I By CVCP (3)
Series C Convertible Preferred Stock (2) 12/18/2007(1)   C     5,273,911   (2)   (2) Common Stock 1,034,100 $ 0 0 I By CVC (3)
Series C Convertible Preferred Stock (2) 12/18/2007(1)   C     2,493,345   (2)   (2) Common Stock 488,891 $ 0 0 I By Offshore (3)
Series C Convertible Preferred Stock (2) 12/18/2007(1)   C     2,089,394   (2)   (2) Common Stock 409,685 $ 0 0 I By BSC (3)
Series C Convertible Preferred Stock (2) 12/18/2007(1)   C     117,005   (2)   (2) Common Stock 22,942 $ 0 0 I By CVCP (3)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
BEAR STEARNS ASSET MANAGEMENT INC
237 PARK AVE, 7TH FLOOR
NEW YORK, NY 10017
    X    
BEAR STEARNS COMPANIES INC
383 MADISON AVENUE
NEW YORK, NY 10179
    X    
Constellation Ventures Management II, LLC
237 PARK AVE, 7TH FLOOR
NEW YORK, NY 10017
    X    
Friedman Clifford H
C/O BEAR STEARNS ASSET MANAGEMENT, INC.
237 PARK AVE, 7TH FLOOR
NEW YORK, NY 10017
    X    
BSC EMPLOYEE FUND VI LP
237 PARK AVE, 7TH FLOOR
NEW YORK, NY 10017
    X    
CONSTELLATION VENTURE CAPITAL II LP
237 PARK AVE, 7TH FLOOR
NEW YORK, NY 10017
    X    
CVC II Partners, LLC
237 PARK AVE, 7TH FLOOR
NEW YORK, NY 10017
    X    
Constellation Venture Capital Offshore II, LP
237 PARK AVE, 7TH FLOOR
NEW YORK, NY 10017
    X    

Signatures

 /s/ Clifford H. Friedman, as Member of Constellation Ventures Management II, LLC, the General Partner of The BSC Employee Fund VI, L.P.   12/19/2007
**Signature of Reporting Person Date

 /s/ Clifford H. Friedman, as Member of Constellation Ventures Management II, LLC, the General Partner of Constellation Venture Capital II, L.P.   12/19/2007
**Signature of Reporting Person Date

 /s/ Clifford H. Friedman, as Senior Managing Director of Bear Stearns Asset Management Inc., the Managing Member of CVC II Partners, L.L.C.   12/19/2007
**Signature of Reporting Person Date

 /s/ Clifford H. Friedman, as Member of Constellation Ventures Management II, LLC, the General Partner of Constellation Venture Capital Offshore II, L.P.   12/19/2007
**Signature of Reporting Person Date

 /s/ Kenneth L. Edlow, as Secretary of The Bear Stearns Companies Inc.   12/19/2007
**Signature of Reporting Person Date

 /s/ Clifford H. Friedman, as Member of Constellation Ventures Management II, LLC   12/19/2007
**Signature of Reporting Person Date

 /s/ Clifford H. Friedman, as Senior Managing Director of Bear Stearns Asset Management Inc.   12/19/2007
**Signature of Reporting Person Date

 /s/ Clifford H. Friedman   12/19/2007
**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) This amendment is being filed to correct the transaction date of the conversion of preferred stock which was inadvertently reported on the initial Form 4 as having occurred on December 12, 2007.
(2) The convertible preferred stock was convertible at any time and had no expiration date. It was converted automatically immediately prior to the Issuer's initial public offering. Each 5.1 shares of preferred stock converted into one share of Common Stock.
(3) The Bear Stearns Companies, Inc. ("BSCI") is the sole managing member of Constellation Ventures Management II, LLC ("Management") and is the parent company of Bear Stearns Asset Management Inc. ("BSAM"). Mr. Clifford H. Friedman is a member of Management and a senior managing director of BSAM. Management is the sole managing general partner of The BSC Employee Fund VI, L.P. ("BSC"), the sole general partner of Constellation Venture Capital II, L.P. ("CVC") and the sole general partner of Constellation Venture Capital Offshore II, L.P. ("Offshore"). BSAM is the sole managing member of CVC II Partners, LLC ("CVCP") and is the investment adviser to BSC, CVC, Offshore and CVCP. Each Reporting Person disclaims beneficial ownership of any securities that exceed its pecuniary interest in the securities held by these entities.

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