Bridgepoint Education Inc (BPI): Mangrove Partners Becomes 5% Shareholder

Page 8 of 12 – SEC Filing

Item 1(a).	Name of Issuer:
	The name of the issuer is Bridgepoint Education, Inc., a corporation organized under the laws of the State of Delaware (the “Company”).
Item 1(b).	Address of Issuer’s Principal Executive Offices:
	The Company’s principal executive offices are located at 13500 Evening Creek Drive North, San Diego, California 92128.
Item 2(a).	Name of Person Filing:
	This Schedule 13G is being jointly filed by  (1) The Mangrove Partners Master Fund, Ltd. (the “Master Fund”), (2) The Mangrove Partners Fund, L.P. (the “US Feeder”), (3) The Mangrove Partners Fund (Cayman), Ltd. (the “Cayman Feeder”), (4) Mangrove Partners, (5) Mangrove Capital and (6) Nathaniel August. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” The Shares (as defined below) which are the subject of this Schedule 13G are held by the Master Fund. Beneficial ownership of the Shares is also claimed by (i) the US Feeder and the Cayman Feeder, which are the two controlling shareholders of the Master Fund, (ii) Mangrove Partners which serves as the investment manager of each of the Master Fund, the US Feeder and the Cayman Feeder, (iii) Mangrove Capital which serves as the general partner of the US Feeder, and (iv) Nathaniel August who is the principal of Mangrove Partners and Mangrove Capital.
Item 2(b).	Address of Principal Business Office or, if none, Residence:
	The principal business office of each of the US Feeder, Mangrove Partners, Mangrove Capital and Nathaniel August is 645 Madison Avenue, 14th Floor, New York, New York 10022. The principal business address of each of the Cayman Feeder and the Master Fund is c/o Maples Corporate Services, Ltd., PO Box 309, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands KY1-1104.
Item 2(c).	Citizenship:
	The US Feeder is organized under the laws of the State of Delaware.  Each of Mangrove Partners, Mangrove Capital, the Cayman Feeder and the Master Fund is organized under the laws of the Cayman Islands. Nathaniel August is a citizen of the United States of America.
Item 2(d).	Title of Class of Securities:
	Common Stock, par value $0.01 per share (the “Shares”).
Item 2(e).	CUSIP Number:  10807M105