sc13da.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
 
 Corinthian Colleges, Inc.
(Name of Issuer)
 
 COMMON STOCK, Par Value $0.0001 Per Share
(Title of Class of Securities)
 
 218868107
(CUSIP Number)
 
Veronica Dillon, Esq.
The Washington Post Company
1150 15th Street, N.W.
Washington, D.C. 20071
(202) 334-6000
 
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
April 26, 2013
(Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ].
 
 
 
 
 
 
 
 
CUSIP No. 218868107
 
1
NAMES OF REPORTING PERSONS
The Washington Post Company
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
I.R.S. I.D. #53-0182885
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)  ¨                      (b)  ¨
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
5,713,121
8
SHARED VOTING POWER
 
None
9
SOLE DISPOSITIVE POWER
 
5,713,121
10
SHARED DISPOSITIVE POWER
 
None
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,713,121
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.6%
14
TYPE OF REPORTING PERSON
 
CO
  
 
 
 
 
 
 
 
This Amendment No. 1 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on February 15, 2008 (the “Schedule 13D”), relating to the common stock, par value $0.0001 per share, of Corinthian Colleges, Inc., a Delaware corporation.  All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Schedule 13D.
 
Item 2.         Identity and Background
 
Item 2 of the Schedule 13D is not amended, except in respect of Schedule A, which is amended and restated as attached hereto.
 
Item 4.         Purpose of Transaction
 
Item 4 of the Schedule 13D is hereby amended and restated as follows:
 
On February 6, 2008, the Company’s beneficial ownership of the Issuer’s Common Stock first exceeded 5% of the Issuer’s outstanding Common Stock.  The Company purchased the Subject Shares for investment purposes after determining that such purchases represented an attractive investment opportunity.  Except as set forth herein, the Company currently has no plans or proposals which relate to or would result in any of the actions enumerated in paragraphs (a) through (j) of Item 4 of the form of Schedule 13D promulgated under the Act.

The Company may continue, subject to price, market conditions and other factors, to explore opportunities to dispose of some or all of the shares of Issuer Common Stock it currently holds.
 
Item 5.          Interest in Securities of the Issuer
 
Paragraphs (a)-(e) of Item 5 of the Schedule 13D are hereby amended and restated as follows:
 
(a)-(b) As of the date hereof, the Company owns 5,713,121 shares of Issuer Common Stock.  The 5,713,121 shares of Issuer Common Stock constitute 6.6% of the issued and outstanding shares of Issuer Common Stock, based upon disclosure in the Issuer’s most recent Form 10-Q that there were 86,181,145 shares of Issuer Common Stock issued and outstanding as of April 25, 2013.  The Company has the sole power to vote and dispose of the 5,713,121 shares of Issuer Common Stock.
 
(c) Schedule B attached hereto lists all transactions in the Issuer Common Stock during the past 60 days by the Company.  To the Company’s knowledge, no person named in Schedule A has effected any transaction in the Issuer Common Stock during the past 60 days.
 
(d) Not applicable.
 
(e) Not applicable.
 
 
 
3
 
 
 
 
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.
 
Date: April 30, 2013
 
 
THE WASHINGTON POST COMPANY
  
       
 
By:
/s/ Veronica Dillon  
    Name: Veronica Dillon, Esq.  
    Title:   Senior Vice President, General Counsel and Secretary  
       
 
 
 
 
4
 
 
 
SCHEDULE A
 
 
The following is a list of the directors and executive officers of The Washington Post Company, setting forth the present principal occupation or employment and the name and principal business of any corporation or other organization in which such employment is conducted for each such person.  Unless otherwise indicated, all directors and officers listed below are citizens of the United States.
 
Board of Directors of The Washington Post Company
 
Name
  
Position
  
Present Principal Occupation
  
Business Address
             
Donald E. Graham
  
Chairman, Board of Directors; Chairman, Executive Committee;
Member, Finance Committee
  
Chairman, Board of Directors; Chief Executive Officer, The Washington Post Company
  
The Washington Post Company
1150 15th Street, N.W.
Washington, D.C. 20071
             
Lee C. Bollinger
  
Director; Member, Compensation Committee
  
President, Columbia University
  
Columbia University in the City of New York
2960 Broadway
New York, NY 10027
             
Christopher C. Davis
  
Director; Member, Audit Committee; Chairman, Finance Committee; Member, Executive Committee
  
Chairman, Davis Selected Advisers, Inc., an investment counseling firm
  
Davis Selected Advisors, Inc.
620 Fifth Avenue
3rd Floor
New York, NY 10017
             
Barry Diller
  
Director; Member, Compensation Committee; Member, Executive Committee; Member, Finance Committee
  
Chairman and Senior Executive, IAC/ InterActiveCorp; Chairman and Senior Executive, Expedia, Inc.; Chairman and Senior Executive, TripAdvisor, Inc.
  
IAC/InterActiveCorp
555 West 18th Street
New York, NY 10011
 
 
 
 
 
 
 
 
 
Name
  
Position
   Present Principal Occupation  
Business Address
             
Thomas S. Gayner
  
Director; Chairman, Audit Committee; Member, Finance Committee
  
President and Chief Investment Officer, Markel Corporation
  
Markel Corporation
4521 Highwoods Parkway
Glenn Allen, VA 23060
             
David Goldberg
  
Director; Member, Finance Committee
  
Chief Executive Officer, SurveyMonkey
  
SurveyMonkey
285 Hamilton Avenue
Suite 500
Palo Alto, CA 94301
             
Anne M. Mulcahy
  
Director; Chairman, Compensation Committee; Member, Executive Committee
  
Retired Chairman of the Board and Chief Executive Officer, Xerox Corporation
  
The Washington Post Company
1150 15th Street, N.W.
Washington, D.C. 20071
             
Ronald L. Olson
  
Director; Member, Executive Committee
  
Attorney, Member of Munger, Tolles & Olsen LLP, a law firm
  
Munger, Tolles & Olson LLP
355 South Grand Avenue
35th Floor
Los Angeles, CA 90071
             
Larry D. Thompson
  
Director; Member, Compensation Committee
  
Executive Vice President, Government Affairs, General Counsel and Corporate Secretary, PepsiCo, Inc.
  
PepsiCo, Inc.
700 Anderson Hill Road
Purchase, New York 10577
             
G. Richard Wagoner, Jr.
  
Director; Member, Audit Committee
  
Retired Chairman of the Board and Chief Executive Officer, General Motors Corporation
  
The Washington Post Company
1150 15th Street, N.W.
Washington, D.C. 20071
             
Katharine Weymouth
  
Director; Member, Finance Committee
  
Chief Executive Officer, Washington Post Media; Publisher, The Washington Post
  
The Washington Post
1150 15th Street, N.W.
Washington, D.C. 20071
 
 
 
 
 
 
 
 
SCHEDULE A
 
 
Executive Officers of The Washington Post Company
 
Name
  
Position
     
Donald E. Graham
  
Chairman of the Board of Directors and Chief Executive Officer
     
Wallace R. Cooney
  
Vice President-Finance and Chief Accounting Officer
     
Veronica Dillon
  
Senior Vice President, General Counsel and Secretary
     
Hal S. Jones
  
Senior Vice President-Finance and Chief Financial Officer
     
Ann L. McDaniel
  
Senior Vice President
     
Gerald M. Rosberg
  
Senior Vice President-Planning and Development
 
 

 
 
 
 
 
 
 
SCHEDULE B
 
 
The following sets forth information regarding all transactions by the Company with respect to Issuer Common Stock during the past 60 days.  All such transactions were effected in the open market.
 
Date Sold
 
 
No. of Shares Sold
Average Sale Price ($/Share)*
Transaction Type
3/4/2013
 
 
11,800
$2.0360
Disposition
3/5/2013
 
 
67,055
$2.0536
Disposition
3/6/2013
 
 
30,656
$2.0535
Disposition
3/7/2013
 
 
96,900
$2.0731
Disposition
3/8/2013
 
 
181,900
$2.1407
Disposition
 
 
 
 
 
 
 
 
 
Date Sold
No. of Shares Sold
Average Sale Price ($/Share)*
 
 
Transaction Type
3/11/2013
 
 
130,200
$2.1683
Disposition
3/12/2013
 
 
16,300
$2.1544
Disposition
3/13/2013
 
 
24,847
$2.1505
Disposition
3/14/2013
 
 
79,800
$2.1564
Disposition
3/15/2013
 
 
67,609
$2.1532
Disposition
3/19/2013
 
 
5,300
$2.1500
Disposition
3/20/2013
 
 
58,956
$2.1524
Disposition
3/21/2013
 
 
42,100
$2.1854
Disposition
3/22/2013
 
 
100
$2.1500
Disposition
3/25/2013
 
 
37,738
$2.1728
Disposition
3/26/2013
 
 
500
$2.1600
Disposition
3/28/2013
 
 
1,205
$2.1500
Disposition
 
 
 
 
 
 
 
 
 
Date Sold
No. of Shares Sold
 
 
Average Sale Price ($/Share)*
Transaction Type
4/2/2013
 
 
15,000
$2.0188
Disposition
4/10/2013
 
 
59,665
$2.0055
Disposition
4/23/2013
 
 
23,602
$2.0000
Disposition
4/24/2013
 
 
4,200
$2.0064
Disposition
4/25/2013
 
 
265,361
$2.0383
Disposition
4/26/2013
 
 
 167,992 $2.0303 Disposition
4/29/2013
 
 
  152,120  $2.0161 Disposition
4/30/2013
 
 
  53,800  $2.0053 Disposition
 
*Average sale price excludes commissions.