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^*

CRISAN JEFFREY

(Last)

(First)

(Middle)

C/O BAIN CAPITAL VENTURE PARTNERS, LLC

111 HUNTINGTON AVENUE

(Street)

BOSTON

02199

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PRINCETON REVIEW INC [ REVU ]

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)
04/21/2010

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)
Series E Non-Convertible Preferred Stock	12/07/2009		J		35,640	A	⁽¹⁾	35,640	I	See Footnotes⁽³⁾⁽⁴⁾
Series E Non-Convertible Preferred Stock	04/21/2010		C		35,640	D	⁽²⁾	0	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)
Series C Convertible Preferred Stock	⁽¹⁾	12/07/2009		J			39,600	07/23/2007	⁽¹⁾	Common Stock, par value $0.01	6,600,000	⁽¹⁾	0	I	See Footnotes⁽³⁾⁽⁴⁾
Series D Convertible Preferred Stock	⁽²⁾	04/21/2010		C			62,447	⁽²⁾	⁽²⁾	Common Stock, par value $0.01	13,146,857	⁽¹⁾	13,146,857	I	See Footnotes⁽³⁾⁽⁴⁾

Explanation of Responses:

1. On December 7, 2009, Bain Capital Venture Fund 2007, L.P, ("BCVF 07"), BCIP Venture Associates ("BCIP") and BCIP Venture Associates-B ("BCIP-B) exchanged 39,600 shares of Series C Convertible Preferred Stock of the Issuer (the "Series C Preferred Stock") for 35,640 shares of Series E Non-Convertible Preferred Stock of the Issuer (the "Series E Preferred Stock").

2. On April 21, 2010, the Series E Preferred Stock was converted in to the Series D Convertible Preferred Stock of the Issuer ("Series D Preferred Stock"), pursuant to the terms of Certificate of Designation of the Series E Preferred Stock. The purchase price of the Series E Preferred Stock was $1000 and the original purchase price per share per share of the Series D Preferred Stock is $1,000. Dividends accrue daily and are compound annually on the Series D Preferred Stock original purchase price at a rate of 8% per year through the fifth anniversary of the issuance of Series D Preferred Stock. Each share of Series D Preferred Stock is convertible into a number of shares of Common Stock, determined by dividing the sum of the original purchase price per share plus all accrued and unpaid dividends by four dollars and seventy-five cents, subject to adjustments.

3. Jeffrey Crisan is a Managing Director of Bain Capital Venture Investors, LLC ("BCVI"), which is the sole general partner of Bain Capital Venture Partners 2007, L.P. ("BCVP"), which is the sole general partner of BCVF 07. Mr. Crisan is a general partner of each BCIP and BCIP-B. By virtue of these relationships, Mr. Crisan may be deemed to share voting and dispositive power with respect to the shares held by BCVF 07, BCIP and BCIP-B. Mr. Crisan disclaims any beneficial ownership of all such securities except to the extent of his pecuniary interest therein. As of April 21, 2010 BCVF 07, BCIP and BCIP-B held 36,702 shares of Series D Preferred Stock. In accordance with the conversion mechanics described in Footnote (2), the Series D Preferred Stock held by BCVF 07, BCIP and BCIP-B may be converted into 7,726,814 shares of Common Stock as of April 21, 2010.

4. Mr. Crisan is a Managing Director of BCVI, which is the sole general partner of BCVI-TPR Integral, L.P. ("BCVI TPR"). By virtue of these relationships, Mr. Crisan may be deemed to share voting and dispositive power with respect to the shares held by BCVI TPR. Mr. Crisan disclaims any beneficial ownership of all such securities except to the extent of his pecuniary interest therein. As of April 21, 2010 BCVI TPR held 25,745 shares of Series D Preferred Stock. In accordance with the conversion mechanics described in Footnote (2), the Series D Preferred Stock held by BCVI TPR may be converted into 5,420,043 shares of Common Stock as of April 21, 2010.

	/s/ Jeffrey Crisan.	04/23/2010
	** Signature of Reporting Person	Date
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