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  Exhibit 4.1    
    



					
	COMMON STOCK	 	

 	 	 COMMON STOCK
	
 BE	
 	

 	
 	

 
	
 INCORPORATED UNDER THE LAWS

OF THE STATE OF DELAWARE	
 	
 BRIDGEPOINT EDUCATION, INC.	
 	
SEE REVERSE FOR CERTAIN DEFINITIONS
	 	 	 	 	CUSIP 10807M 10 5






This
Certifies that 


is
the record holder of 


FULLY
PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, $0.01 PAR VALUE PER SHARE, OF 


BRIDGEPOINT EDUCATION, INC.


transferable
on the books of the Corporation in person or by duly authorized attorney upon surrender of the Certificate properly endorsed. This Certificate is not valid until countersigned by the
Transfer Agent and registered by the Registrar. Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. 


        Dated: 



					
	/s/ DIANE P. THOMPSON	 	[BRIDGEPOINT EDUCATION SEAL]	 	/s/ ANDREW CLARK
	SECRETARY	 	 	 	CHIEF EXECUTIVE OFFICER






 





					
	 	 	 	 	 WELLS FARGO BANK, N.A.
	 	 	BY:	 	TRANSFER AGENT

AND REGISTRAR
	
 AUTHORIZED SIGNATURE	
 	

 	
 	

 






 





			
	 
	AMERICAN BANK NOTE COMPANY	 	 PRODUCTION COORDINATOR: TODD DeROSSETT 931-490-1720
	711 ARMSTRONG LANE	 	PROOF OF: MARCH 23, 2009
	COLUMBIA, TENNESSEE 38401	 	BRIDGEPOINT EDUCATION, INC.
	(931) 388-3003	 	 TSB 32146 FC
	 
	SALES: E. BUCKLEY 951-340-1950	 	OPERATOR: AP
	 
	7 / LIVE JOBS / B / 32146 BRIDGEPOINT FC	 	 R1
	 






COLORS SELECTED FOR PRINTING: Logo prints in PMS 2945 BLUE and black. Intaglio prints in SC-7 dark blue.


COLOR: This proof was printed from a digital file or artwork on a graphics quality, color laser printer. It is a good representation of the color as it will appear on the final
product.


However, it is not an exact color rendition, and the final printed product may appear slightly different from the proof due to the difference between the dyes and printing
ink.


PLEASE INITIAL THE APPROPRIATE SELECTION FOR THIS PROOF:          OK AS IS
         OK WITH CHANGES          MAKE CHANGES AND SEND ANOTHER PROOF  








        The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to
applicable laws or regulations: 



											
	TEN COM	 	—	 	as tenants in common	 	UNIF GIFT MIN ACT	 	—	 	                              Custodian
                             
	TEN ENT	 	—	 	as tenants by the entireties	 	 	 	 	 	          (Cust)                   (Minor)
	JT TEN	 	—	 	as joint tenants with right	 	 	 	 	 	under Uniform Gifts to Minors
	 	 	 	 	of survivorship and not as	 	 	 	 	 	Act
                                         
                 
	 	 	 	 	tenants in common	 	 	 	 	 	                                      (State)

	 	 	 	 	 	 	UNIF TRF MIN ACT	 	—	 	               Custodian (until age               )
	 	 	 	 	 	 	 	 	 	 	     (Cust)
	 	 	 	 	 	 	 	 	 	 	                                      under
Uniform Transfers
	 	 	 	 	 	 	 	 	 	 	              (Minor)
	 	 	 	 	 	 	 	 	 	 	to Minors Act
                                         
       
	 	 	 	 	 	 	 	 	 	 	                                        
        (State)





Additional
abbreviations may also be used though not in the above list. 


        For
value received,
                                         
                  hereby sell, assign and transfer unto 





			
	PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE	 	 
	
 	
 	

 
	 
	
 	
 	

 
	 
	PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE
	
 	
 	

 
	 
	
 	
 	

 
	 






                                        
                                          
                                         
                               
Shares of the Common stock represented by the within Certificate, and do hereby irrevocably constitute and appoint
                                         
                                          
                                          
                                         
                                          
    Attorney to transfer the said stock on the books of the within-named Corporation with full power of substitution in the premises.
 



							
	Dated:	 	 	 	 	 	 
	
 	
 	
 	
 	
 	
 	
 
	 	 	 	 	 NOTICE:	 	 THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER.
	
 SIGNATURE(S) GUARANTEED:	
 	

 	
 	

 
	
 	
 	

 	
 	

 	
 	

 
	 	 	 	 	 
	 THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT
TO S.E.C. RULE 17Ad-15.	 	 	 	 






 





			
	 
	AMERICAN BANK NOTE COMPANY	 	 PRODUCTION COORDINATOR: TODD DeROSSETT 931-490-1720
	711 ARMSTRONG LANE	 	PROOF OF: MARCH 20, 2009
	COLUMBIA, TENNESSEE 38401	 	BRIDGEPOINT EDUCATION, INC.
	(931) 388-3003	 	 TSB 32146 BK
	 
	SALES: E. BUCKLEY 951-340-1950	 	OPERATOR: AP
	 
	7 / LIVE JOBS / B / 32146 BRIDGEPOINT BK	 	 NEW
	 






PLEASE INITIAL THE APPROPRIATE SELECTION FOR THIS PROOF:          OK AS IS
         OK WITH CHANGES          MAKE CHANGES AND SEND ANOTHER PROOF  











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Exhibit 4.1