FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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 *   MOLLUSK HOLDINGS LLC 2. Date of Event Requiring Statement (Month/Day/Year) 12/12/2007 3. Issuer Name and Ticker or Trading Symbol K12 INC [LRN] (Last) (First) (Middle) 101 YGNACIO VALLEY ROAD, SUITE 310 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) WALNUT CREEK, CA 94596 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 Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) Common Stock 759,904 D (1) Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Preferred Stock	  (2)	  (2)	Common Stock	522,947	$ (2)	D (1)	Â
Series C Preferred Stock	  (2)	  (2)	Common Stock	1,038,306	$ (2)	D (1)	Â
Series B Preferred Stock Warrant (Right to buy)	  (3)	04/08/2008	Common Stock	228,270	$ 6.83	D (1)	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MOLLUSK HOLDINGS LLC 101 YGNACIO VALLEY ROAD SUITE 310 WALNUT CREEK, CA 94596	Â	  X	Â	Â
CEPHALOPOD CORP 101 YGNACIO VALLEY ROAD SUITE 310 WALNUT CREEK, CA 94596	Â	  X	Â	Â
LAWRENCE INVESTMENTS LLC 101 YGNACIO VALLEY ROAD SUITE 310 WALNUT CREEK, CA 94596	Â	  X	Â	Â
ELLISON LAWRENCE JOSEPH 500 ORACLE PARKWAY REDWOOD SHORES, CA 94065	Â	  X	Â	Â

Signatures

Philip B. Simon, President of Cephalopod Corporation, Member of Mollusk Holdings, LLC		03/28/2008
**Signature of Reporting Person		Date
Philip B. Simon, President		03/28/2008
**Signature of Reporting Person		Date
Philip B. Simon, Member		03/28/2008
**Signature of Reporting Person		Date
Philip B. Simon, Attorney-in-Fact		03/28/2008
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	The reported securities owned directly by the above named reporting person are owned indirectly by Cephalopod Corporation, Lawrence Investments, LLC and Lawrence J. Ellison through direct and indirect ownership of the membership interests in Mollusk Holdings, LLC. Cephalopod Corporation, Lawrence Investments, LLC and Lawrence J. Ellison disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interests therein. For more information, please see Schedule 13G filed on February 14, 2008 by K12 Inc.
(2)	Each series of Preferred Stock is convertible into Common Stock automatically upon the consummation of the Issuer's initial public offering. The ratio for conversion of each series of Preferred Stock to Common Stock is 5.1 to 1, as provided in the Issuer's Certificate of Incorporation, and has no expiration date. At the time of the effectiveness of the Issuer's initial public offering, Mollusk Holdings, LLC held directly 2,667,034 shares of Series B Preferred Stock and 5,295,361 shares of Series C Preferred Stock.
(3)	The warrant became exercisable on the date of issuance. The warrant as issued represented the right to purchase 1,164,179 shares of Series B Preferred Stock at a strike price of $1.34 per share.
  Remarks: Philip B. Simon signed for Lawrence J. Ellison pursuant to Limited Power of Attorney for Lawrence J. Ellison for Filings with the Securities and Exchange Commission, incorporated by reference to Exhibit 99.2 to the Schedule 13G filed by Mollusk, Cephalopod, Lawrence Investments and Lawrence J. Ellison in regard to Leapfrog Enterprises, Inc. on February 14, 2006.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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