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^*

Shaffer Kevin

(Last)

(First)

(Middle)

C/O EDUCATE, INC.

1001 FLEET STREET

(Street)

BALTIMORE

21202

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
EDUCATE INC [ EEEE ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/14/2007

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	06/14/2007		D		95,858	D	$8	0	D

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)
Option to common stock	$3.71	06/14/2007		D⁽¹⁾			141,834	⁽¹⁾	07/01/2013	Common Stock	141,834	⁽¹⁾	0	D
Option to common stock	$680,525	06/14/2007		A⁽¹⁾		0.37		⁽¹⁾	07/01/2013	Common Stock	0.37	⁽¹⁾	0.37	D
Option to common stock	$5.06	06/14/2007		D⁽²⁾			80,000	⁽²⁾	05/13/2014	Common Stock	80,000	⁽²⁾	0	D
Option to common stock	$1,202,886	06/14/2007		A⁽²⁾		0.21		⁽²⁾	05/13/2014	Common Stock	0.21	⁽²⁾	0.21	D

Explanation of Responses:

1. This option was amended in the merger of Edge Acquisition Corporation with and into the issuer, with the issuer as the surviving corporation, pursuant to the merger agreement dated January 28, 2007 among Edge Acquisition LLC, Edge Acquisition Corporation and the issuer. The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The amended option is for 0.3665586 shares of common stock with an exercise price of $680,525.14 per share. All other terms of the option remain unchanged. The option was originally granted on July 1, 2003 and provides for vesting as to 1/48 of the options at the end of each full month after the date of grant.

2. This option was amended in the merger. The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The amended option is for 0.2067536 shares of common stock with an exercise price of $1,202,886.04 per share. All other terms of the option remain unchanged. The option was originally granted on May 13, 2004 and provides for vesting as to 1/48 of the options at the end of each full month after the date of grant.

	By: J. Michael Young (Power of Attorney)	06/15/2007
	** 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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