SEC FORM 3

SEC Form 3

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
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

BERKELEY RICHARD M

(Last)

(First)

(Middle)

C/O CAMDEN PARTNERS STRATEGIC MGR LLC

500 E. PRATT STREET, SUITE 1200

(Street)

BALTIMORE

21202

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/11/2010

3. Issuer Name and Ticker or Trading Symbol
REALPAGE INC [ RP ]

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

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

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

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

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

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	443,562	I	See footnote⁽¹⁾
Common Stock	18,442	I	See footnote⁽²⁾

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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A1 Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	293,483⁽⁴⁾	⁽³⁾	I	See footnote⁽¹⁾
Series A1 Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	12,227⁽⁵⁾	⁽³⁾	I	See footnote⁽²⁾
Series B Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	1,467,571⁽⁷⁾	⁽⁶⁾	I	See footnote⁽¹⁾
Series B Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	60,989⁽⁸⁾	⁽⁶⁾	I	See footnote⁽²⁾
Series C Convertible Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	373,372	⁽⁹⁾	I	See footnote⁽¹⁾
Series C Convertible Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	15,516	⁽⁹⁾	I	See footnote⁽²⁾

1. Name and Address of Reporting Person^*

BERKELEY RICHARD M

(Last)

(First)

(Middle)

C/O CAMDEN PARTNERS STRATEGIC MGR LLC

500 E. PRATT STREET, SUITE 1200

(Street)

BALTIMORE

21202

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

CAMDEN PARTNERS STRATEGIC FUND III LP

(Last)

(First)

(Middle)

C/O CAMDEN PARTNERS STRATEGIC MGR LLC

500 E. PRATT STREET, SUITE 1200

(Street)

BALTIMORE

21202

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

CAMDEN PARTNERS STRATEGIC FUND III-A LP

(Last)

(First)

(Middle)

C/O CAMDEN PARTNERS STRATEGIC MGR LLC

500 E. PRATT STREET, SUITE 1200

(Street)

BALTIMORE

21202

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Camden Partners Strategic III, LLC

(Last)

(First)

(Middle)

C/O CAMDEN PARTNERS STRATEGIC MGR LLC

500 E. PRATT STREET, SUITE 1200

(Street)

BALTIMORE

21202

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Camden Partners Strategic Manager, LLC

(Last)

(First)

(Middle)

C/O CAMDEN PARTNERS STRATEGIC MGR LLC

500 E. PRATT STREET, SUITE 1200

(Street)

BALTIMORE

21202

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

HUGHES DONALD W

(Last)

(First)

(Middle)

C/O CAMDEN PARTNERS STRATEGIC MGR LLC

500 E. PRATT STREET, SUITE 1200

(Street)

BALTIMORE

21202

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

JOHNSTON RICHARD M

(Last)

(First)

(Middle)

C/O CAMDEN PARTNERS STRATEGIC MGR LLC

500 E. PRATT STREET, SUITE 1200

(Street)

BALTIMORE

21202

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

WARNOCK DAVID L

(Last)

(First)

(Middle)

C/O CAMDEN PARTNERS STRATEGIC MGR LLC

500 E. PRATT STREET, SUITE 1200

(Street)

BALTIMORE

21202

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Reported securities are directly held by Fund III. CPSM, CPS III and the Managing Members may be deemed indirect beneficial owners of the securities held directly by Fund III as a result of their relationships described in the General Remarks. CPSM, CPS III and each of the Managing Members disclaims beneficial ownership of the securities held directly by Fund III, except to the extent of its or his pecuniary interest therein. Each of Fund III and Fund III-A disclaims beneficial onwership of the securities held by the other.

2. Reported securities are directly held by Fund III-A. CPSM, CPS III and the Managing Members may be deemed indirect beneficial owners of the securities held directly by Fund III-A as a result of their relationships described in the General Remarks. CPSM, CPS III and each of the Managing Members disclaims beneficial ownership of the securities held directly by Fund III-A, except to the extent of its or his pecuniary interest therein. Each of Fund III and Fund III-A disclaims beneficial onwership of the securities held by the other.

3. The Series A1 Convertible Preferred Stock is convertible into Common Stock on a one-for-one basis at any time and has no expiration date. The Series A1 Convertible Preferred Stock and 62.5% of the accrued and unpaid dividends on such shares will automatically convert into Common Stock upon consummation of the Issuer's initial public offering.

4. Includes 5,483 shares that will be issued at the time of conversion of the Series A1 Convertible Preferred Stock in payment of 62.5% of the dividends on such shares accrued and unpaid as of that date, assuming an initial public offering closing date of August 17, 2010.

5. Includes 227 shares that will be issued at the time of conversion of the Series A1 Convertible Preferred Stock in payment of 62.5% of the dividends on such shares accrued and unpaid as of that date, assuming an initial public offering closing date of August 17, 2010.

6. The Series B Convertible Preferred Stock is convertible into Common Stock on a one-for-one basis at any time and has no expiration date. The Series B Convertible Preferred Stock and 62.5% of the accrued and unpaid dividends on such shares will automatically convert into Common Stock upon consummation of the Issuer's initial public offering.

7. Includes 27,421 shares that will be issued at the time of conversion of the Series B Convertible Preferred Stock in payment of 62.5% of the dividends on such shares accrued and unpaid as of that date, assuming an initial public offering closing date of August 17, 2010.

8. Includes 1,139 shares that will be issued at the time of conversion of the Series B Convertible Preferred Stock in payment of 62.5% of the dividends on such shares accrued and unpaid as of that date, assuming an initial public offering closing date of August 17, 2010.

9. The Series C Convertible Preferred Stock is convertible into Common Stock on a one-for-one basis at any time and has no expiration date. The Series C Convertible Preferred Stock will automatically convert into Common Stock upon consummation of the Issuer's initial public offering.

Remarks:

The anticipated effective date of Issuer's initial public offering is August 11, 2010. Richard M. Berkeley is a director of the Issuer. This Form 3 is being filed jointly by Camden Partners Strategic Manager, LLC ("CPSM"), Camden Partners Strategic III, LLC ("CPS III"), Camden Partners Strategic Fund III, L.P. ("Fund III"), Camden Partners Strategic Fund III-A, L.P. ("Fund III-A") and Messrs. David L. Warnock, Donald W. Hughes, Richard M. Johnston and Richard M. Berkeley (collectively, the "Managing Members" and together with CPSM, CPS III, Fund III and Fund III-A, the "Reporting Persons"). The Managing Members are the managing members of CPSM, which is the Managing Member of CPS III. CPS III is the general partner of Fund III and Fund III-A.

	/s/ Donald W. Hughes, Attorney-in-Fact for Richard M. Berkeley	08/11/2010
	/s/ By Camden Partners Strategic III, LLC, By Camden Partners Strategic Manager, LLC, By Donald W. Hughes, Managing Member	08/11/2010
	/s/ By Camden Partners Strategic III, LLC, By Camden Partners Strategic Manager, LLC, By Donald W. Hughes, Managing Member	08/11/2010
	/s/ By Camden Partners Strategic Manager, LLC, By Donald W. Hughes, Managing Member	08/11/2010
	/s/ By Donald W. Hughes, Managing Member	08/11/2010
	/s/ Donald W. Hughes	08/11/2010
	/s/ Donald W. Hughes, Attorney-in-Fact for Richard M. Johnston	08/11/2010
	/s/ Donald W. Hughes, Attorney-in-Fact for David L. Warnock	08/11/2010
	** 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 5 (b)(v).
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