SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SALEM PAUL J

(Last)

(First)

(Middle)

C/O PROVIDENCE EQUITY PARTNERS INC.

50 KENNEDY PLAZA, 18TH FLOOR

(Street)

PROVIDENCE

02903

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
EDUCATION MANAGEMENT CORPORATION [ EDMC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/02/2012

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share	11/02/2012		A⁽¹⁾		16,667	A	⁽¹⁾	19,428	D
Common Stock, par value $0.01 per share	11/02/2012		A⁽²⁾		12,121	A	⁽²⁾	31,549	D
Common Stock, par value $0.01 per share								40,939,511	I	See Footnotes⁽³⁾⁽⁴⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The restricted shares of common stock were granted pursuant to the Omnibus Stock Option Plan.

2. The shares of common stock were granted pursuant to the Omnibus Stock Option Plan.

3. The Reporting Person, as: (i) an indirect beneficial owner of Providence Equity Partners V L.L.C. (general partner of Providence Equity GP V L.P., which is the general partner of Providence Equity Partners V L.P. ("PEP V") and Providence Equity Partners V-A L.P. ("PEP V-A")); and (ii) a member of Providence Equity Partners IV L.L.C. (general partner of Providence Equity GP IV L.P., which is the general partner of Providence Equity Partners IV L.P. ("PEP IV") and Providence Equity Operating Partners IV L.P. ("PEOP IV")); (iii) a limited partner or an indirect beneficial owner of the general partners of each of the members of PEP EDMC L.L.C ("PEP EDMC"), whose members are PEP V, PEP V-A, PEP IV and PEOP IV; and (iv) a member or an indirect beneficial owner of PEP LLC, management company to PEP V, PEP V-A, PEP IV and PEOP IV, may be deemed to indirectly own: (a) 32,317,772 shares of common stock directly held by PEP V; (b) 5,104,728 shares of common stock directly held by PEP V-A;

4. (Continuation of Footnote 3) (c) 2,675,590 shares of common stock directly held by PEP IV; (d) 8,629 shares of common stock directly held by PEOP IV; (e) 740,880 shares of common stock directly held by PEP EDMC; (f) 28,814 shares of common stock directly held by PEP LLC; and (g) 31,549 shares of common stock directly held by Peter Osgood Wilde, Jr., as nominee for PEP LLC. The Reporting Person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for the purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein.

Remarks:

	/s/ Paul J. Salem	11/06/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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