mm02-1312_sc13ga2.htm

0000909518-12-000052.txt : 20120213 0000909518-12-000052.hdr.sgml : 20120213 20120213140044 ACCESSION NUMBER: 0000909518-12-000052 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20120213 DATE AS OF CHANGE: 20120213 GROUP MEMBERS: CREAMER GLENN M. GROUP MEMBERS: NELSON JONATHAN M. GROUP MEMBERS: PEP EDMC L.L.C. GROUP MEMBERS: PROVIDENCE EQUITY GP IV L.P. GROUP MEMBERS: PROVIDENCE EQUITY GP V L.P. GROUP MEMBERS: PROVIDENCE EQUITY OPERATING PARTNERS IV L.P. GROUP MEMBERS: PROVIDENCE EQUITY PARTNERS IV INC. GROUP MEMBERS: PROVIDENCE EQUITY PARTNERS IV L.L.C. GROUP MEMBERS: PROVIDENCE EQUITY PARTNERS IV L.P. GROUP MEMBERS: PROVIDENCE EQUITY PARTNERS L.L.C. GROUP MEMBERS: PROVIDENCE EQUITY PARTNERS V INC. GROUP MEMBERS: PROVIDENCE EQUITY PARTNERS V L.L.C. GROUP MEMBERS: PROVIDENCE EQUITY PARTNERS V L.P. GROUP MEMBERS: PROVIDENCE EQUITY PARTNERS V-A L.P. GROUP MEMBERS: SALEM PAUL J. GROUP MEMBERS: WILDE PETER O. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EDUCATION MANAGEMENT CORPORATION CENTRAL INDEX KEY: 0000880059 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 251119571 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48543 FILM NUMBER: 12597715 BUSINESS ADDRESS: STREET 1: 300 SIXTH AVENUE CITY: PITTSBURGH STATE: PA ZIP: 15222 BUSINESS PHONE: 4125620900 MAIL ADDRESS: STREET 1: 300 SIXTH AVE CITY: PITTSBURGH STATE: PA ZIP: 15222 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Providence Equity Partners V L P CENTRAL INDEX KEY: 0001304328 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 50 KENNEDY PLAZA CITY: PROVIDENCE STATE: RI ZIP: 02903 BUSINESS PHONE: 401-751-1700 MAIL ADDRESS: STREET 1: 50 KENNEDY PLAZA CITY: PROVIDENCE STATE: RI ZIP: 02903 SC 13G/A 1 mm02-1312_sc13ga2.htm AMENDMENT NO.2 mm02-1312_sc13ga2.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Education Management Corporation

(Name of Issuer)

Common Stock, par value $0.01

(Title of Class of Securities)

28140M103

(CUSIP Number)

December 31, 2011

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

o Rule 13d-1(c)

x Rule 13d-1(d)

_______________________

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 28140M103

SCHEDULE 13G

Page 2 of 31 pages

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
	Providence Equity Partners V L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a) [ ] (b) [X]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER	0 (See Item 4)
	6	SHARED VOTING POWER	40,881,935 (See Item 4)
	7	SOLE DISPOSITIVE POWER	0 (See Item 4)
	8	SHARED DISPOSITIVE POWER	40,881,935 (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 40,881,935 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)		¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 32.1% (See Item 4)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

CUSIP No. 28140M103

SCHEDULE 13G

Page 3 of 31 pages

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
	Providence Equity Partners V-A L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a) [ ] (b) [X]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER	0 (See Item 4)
	6	SHARED VOTING POWER	40,881,935 (See Item 4)
	7	SOLE DISPOSITIVE POWER	0 (See Item 4)
	8	SHARED DISPOSITIVE POWER	40,881,935 (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 40,881,935 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)		¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 32.1% (See Item 4)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

CUSIP No. 28140M103

SCHEDULE 13G

Page 4 of 31 pages

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
	Providence Equity Partners IV L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a) [ ] (b) [X]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER	0 (See Item 4)
	6	SHARED VOTING POWER	40,881,935 (See Item 4)
	7	SOLE DISPOSITIVE POWER	0 (See Item 4)
	8	SHARED DISPOSITIVE POWER	40,881,935 (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 40,881,935 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 32.1% (See Item 4)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

CUSIP No. 28140M103

SCHEDULE 13G

Page 5 of 31 pages

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
	Providence Equity Operating Partners IV L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a) [ ] (b) [X]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER	0 (See Item 4)
	6	SHARED VOTING POWER	40,881,935 (See Item 4)
	7	SOLE DISPOSITIVE POWER	0 (See Item 4)
	8	SHARED DISPOSITIVE POWER	40,881,935 (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 40,881,935 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)		¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 32.1% (See Item 4)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

CUSIP No. 28140M103

SCHEDULE 13G

Page 6 of 31 pages

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
	PEP EDMC L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a) [ ] (b) [X]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER	0 (See Item 4)
	6	SHARED VOTING POWER	40,881,935 (See Item 4)
	7	SOLE DISPOSITIVE POWER	0 (See Item 4)
	8	SHARED DISPOSITIVE POWER	40,881,935 (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 40,881,935 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)		¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 32.1% (See Item 4)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

CUSIP No. 28140M103

SCHEDULE 13G

Page 7 of 31 pages

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
	Providence Equity GP V L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a) [ ] (b) [X]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER	0 (See Item 4)
	6	SHARED VOTING POWER	40,881,935 (See Item 4)
	7	SOLE DISPOSITIVE POWER	0 (See Item 4)
	8	SHARED DISPOSITIVE POWER	40,881,935 (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 40,881,935 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)		¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 32.1% (See Item 4)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

CUSIP No. 28140M103

SCHEDULE 13G

Page 8 of 31 pages

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
	Providence Equity Partners V L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a) [ ] (b) [X]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER	0 (See Item 4)
	6	SHARED VOTING POWER	40,881,935 (See Item 4)
	7	SOLE DISPOSITIVE POWER	0 (See Item 4)
	8	SHARED DISPOSITIVE POWER	40,881,935 (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 40,881,935 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)		¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 32.1% (See Item 4)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

CUSIP No. 28140M103

SCHEDULE 13G

Page 9 of 31 pages

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
	Providence Equity GP IV L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a) [ ] (b) [X]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER	0 (See Item 4)
	6	SHARED VOTING POWER	40,881,935 (See Item 4)
	7	SOLE DISPOSITIVE POWER	0 (See Item 4)
	8	SHARED DISPOSITIVE POWER	40,881,935 (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 40,881,935 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)		¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 32.1% (See Item 4)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

CUSIP No. 28140M103

SCHEDULE 13G

Page 10 of 31 pages

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
	Providence Equity Partners IV L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a) [ ] (b) [X]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER	0 (See Item 4)
	6	SHARED VOTING POWER	40,881,935 (See Item 4)
	7	SOLE DISPOSITIVE POWER	0 (See Item 4)
	8	SHARED DISPOSITIVE POWER	40,881,935 (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 40,881,935 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)		¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 32.1% (See Item 4)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

CUSIP No. 28140M103

SCHEDULE 13G

Page 11 of 31 pages

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
	Providence Equity Partners L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a) [ ] (b) [X]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER	0 (See Item 4)
	6	SHARED VOTING POWER	40,881,935 (See Item 4)
	7	SOLE DISPOSITIVE POWER	0 (See Item 4)
	8	SHARED DISPOSITIVE POWER	40,881,935 (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 40,881,935 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)		¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 32.1% (See Item 4)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

CUSIP No. 28140M103

SCHEDULE 13G

Page 12 of 31 pages

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
	Providence Equity Partners IV Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a) [ ] (b) [X]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER	0 (See Item 4)
	6	SHARED VOTING POWER	0 (See Item 4)
	7	SOLE DISPOSITIVE POWER	0 (See Item 4)
	8	SHARED DISPOSITIVE POWER	0 (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)		¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0% (See Item 4)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO

CUSIP No. 28140M103

SCHEDULE 13G

Page 13 of 31 pages

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
	Providence Equity Partners V Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a) [ ] (b) [X]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER	0 (See Item 4)
	6	SHARED VOTING POWER	0 (See Item 4)
	7	SOLE DISPOSITIVE POWER	0 (See Item 4)
	8	SHARED DISPOSITIVE POWER	0 (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)		¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0% (See Item 4)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO

CUSIP No. 28140M103

SCHEDULE 13G

Page 14 of 31 pages

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
	Jonathan M. Nelson
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a) [ ] (b) [X]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER	0 (See Item 4)
	6	SHARED VOTING POWER	40,881,935 (See Item 4)
	7	SOLE DISPOSITIVE POWER	0 (See Item 4)
	8	SHARED DISPOSITIVE POWER	40,881,935 (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 40,881,935 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)		¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 32.1% (See Item 4)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

CUSIP No. 28140M103

SCHEDULE 13G

Page 15 of 31 pages

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
	Glenn M. Creamer
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a) [ ] (b) [X]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER	0 (See Item 4)
	6	SHARED VOTING POWER	40,881,935 (See Item 4)
	7	SOLE DISPOSITIVE POWER	0 (See Item 4)
	8	SHARED DISPOSITIVE POWER	40,881,935 (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 40,881,935 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)		¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 32.1% (See Item 4)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

CUSIP No. 28140M103

SCHEDULE 13G

Page 16 of 31 pages

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
	Paul J. Salem
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a) [ ] (b) [X]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER	0 (See Item 4)
	6	SHARED VOTING POWER	40,881,935 (See Item 4)
	7	SOLE DISPOSITIVE POWER	0 (See Item 4)
	8	SHARED DISPOSITIVE POWER	40,881,935 (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 40,881,935 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)		¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 32.1% (See Item 4)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

CUSIP No. 28140M103

SCHEDULE 13G

Page 17 of 31 pages

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
	Peter O. Wilde
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a) [ ] (b) [X]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER	0 (See Item 4)
	6	SHARED VOTING POWER	2,761 (See Item 4)
	7	SOLE DISPOSITIVE POWER	0 (See Item 4)
	8	SHARED DISPOSITIVE POWER	2,761 (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,761 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)		¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.00002% (See Item 4)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

Item 1(a). Name of Issuer:

EDUCATION MANAGEMENT CORPORATION

Item 1(b). Address of Issuer's Principal Executive Offices:

210 Sixth Avenue, 33rd Floor

Pittsburgh, PA 77056

Item 2(a) Name of Persons Filing:

Providence Equity Partners V L.P.

Providence Equity Partners V-A L.P.

Providence Equity Partners IV L.P.

Providence Equity Operating Partners IV L.P.

PEP EDMC L.L.C.

Providence Equity GP V L.P.

Providence Equity Partners V L.L.C.

Providence Equity GP IV L.P.

Providence Equity Partners IV L.L.C.

Providence Equity Partners L.L.C.

Providence Equity Partners V Inc.

Providence Equity Partners IV Inc.

Jonathan M. Nelson

Glenn M. Creamer

Paul J. Salem

Peter O. Wilde

The above-listed persons are referred to herein collectively as the “Reporting Persons.”

Item 2(b)

Address of Principal Business Office or, if None, Residence:

c/o Providence Equity Partners L.L.C.

50 Kennedy Plaza, 18th Floor

Providence, Rhode Island 02903

Item 2(c) Citizenship:

Providence Equity Partners V L.P. - Delaware

Providence Equity Partners V-A L.P. - Delaware

Providence Equity Partners IV L.P. - Delaware

Providence Equity Operating Partners IV L.P. - Delaware

PEP EDMC L.L.C. - Delaware

Providence Equity GP V L.P. - Delaware

Providence Equity Partners V L.L.C. - Delaware

Page 18 of 31 pages

Providence Equity GP IV L.P. – Delaware

Providence Equity Partners IV L.L.C. – Delaware

Providence Equity Partners L.L.C. – Delaware

Providence Equity Partners V Inc. – Delaware

Providence Equity Partners IV Inc. – Delaware

Jonathan M. Nelson – United States

Glenn M. Creamer – United States

Paul J. Salem – United States

Peter O. Wilde – United States

Item 2(d) Title of Class of Securities:

Common Stock, par value $0.01

Item 2(e) CUSIP Number:

28140M103

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Not applicable

Item 4. Ownership

(a) Amount beneficially owned:

Based on the relationships between the Reporting Persons, as described below, the Reporting Persons are collectively the beneficial owners of 40,881,935 shares of Common Stock, which constitute 32.1% of the class of total issued shares.

Providence Equity Partners V L.P. (“PEP V”) is the record holder of 32,317,772 shares of Common Stock. Providence Equity Partners V-A L.P. (“PEP V-A”) is the record holder of 5,104,728 shares of Common Stock. Providence Equity Partners IV L.P. (“PEP IV”) is the record holder of 2,675,590 shares of Common Stock. Providence Equity Operating Partners IV L.P. (“PEOP IV”) is the record holder of 8,629 shares of Common Stock. PEP EDMC L.L.C. (“PEP EDMC”) is the record holder of 740,880 shares of Common Stock. Providence Equity Partners L.L.C. (“PEP LLC”) is the record holder of 28,814 shares of Common Stock. Paul J. Salem is the direct holder of 2,761 shares of Common Stock. Peter O. Wilde is the direct holder of 2,761 shares of Common Stock.

PEP V, PEP V-A, PEP IV and PEOP IV are the members of PEP EDMC. Providence Equity GP V L.P. is the sole general partner of each of PEP V and PEP V-A. Providence Equity Partners V L.L.C. is the sole general partner of Providence Equity GP V L.P. Providence Equity GP IV L.P. is the sole general partner of each of PEP IV and PEOP IV. Providence Equity Partners IV L.L.C. is the sole general partner of Providence Equity GP IV L.P.

Page 19 of 31 pages

PEP LLC is the management company of PEP V, PEP V-A, PEP IV and PEOP IV. The shares held by Messrs. Salem and Wilde are held as nominees for PEP LLC.

Providence Equity Partners IV Inc. (“PEP IV Inc.”) is the former investment manager of PEP IV. Providence Equity Partners V Inc. (“PEP V Inc.”) is the former investment manager of PEP V. Each has previously directly held shares, but all such shares have been transferred to PEP LLC.

Messrs. Nelson, Creamer and Salem each are: (1) partners of PEP GP IV; (2) indirect beneficial owners of PEP GP V, PEP V LLC, PEP V Inc. and PEP IV Inc.; (3) members of PEP LLC; and (4) members of PEP IV LLC.

The Reporting Persons are subject to arrangements with respect to the voting and investment power over the shares of Common Stock held by such Reporting Person which, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, may cause each Reporting Person to be deemed to share beneficial ownership of shares owned by any other Reporting Person. Each of the Reporting Persons disclaims this beneficial ownership, except to the extent of its respective pecuniary interests therein.

(b) Percent of class

See the responses to Item 11 on the attached cover pages.

(i) Sole power to vote or to direct the vote:

See the responses to Item 5 on the attached cover pages.

(ii) Shared power to vote or to direct the vote:

See the responses to Item 6 on the attached cover pages.

(iii) Sole power to dispose or to direct the disposition of:

See the responses to Item 7 on the attached cover pages.

(iv) Shared power to dispose or to direct the disposition of:

See the responses to Item 8 on the attached cover pages.

Item 5. Ownership of Five Percent or Less of a Class

Not applicable

Item 6. Ownership of More than Five Percent on Behalf of Another Person

Not applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

Not applicable

Page 20 of 31 pages

Item 8. Identification and Classification of Members of the Group

See Exhibit 99.2

Item 9. Notice of Dissolution of Group

Not applicable

Item 10. Certifications

Not applicable

Page 21 of 31 pages

SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Dated:	February 13, 2012
		PROVIDENCE EQUITY PARTNERS V L.P.

		By:	Providence Equity Partners GP V L.P., its general partner

		By:	Providence Equity Partners V L.L.C., its general partner

		By	/s/ Paul J. Salem
			Name:	Paul J. Salem
			Title:	Class A Member

		PROVIDENCE EQUITY PARTNERS V-A L.P.

		By:	Providence Equity Partners GP V L.P., its general partner

		By:	Providence Equity Partners V L.L.C., its general partner

		By	/s/ Paul J. Salem
			Name:	Paul J. Salem
			Title:	Class A Member


		PROVIDENCE EQUITY PARTNERS IV L.P.

		By:	Providence Equity GP IV LP, its general partner

		By:	Providence Equity Partners IV L.L.C., its general partner

		By	/s/ Paul J. Salem
			Name:	Paul J. Salem
			Title:	Class A Member

Page 22 of 31 pages

PROVIDENCE EQUITY OPERATING PARTNERS IV L.P.

By:	Providence Equity GP IV LP, its general partner

By:	Providence Equity Partners IV L.L.C., its general partner

By	/s/ Paul J. Salem
	Name:	Paul J. Salem
	Title:	Class A Member


PROVIDENCE EQUITY GP V L.P.

By:	Providence Equity Partners V L.L.C., its general partner

By	/s/ Paul J. Salem
	Name:	Paul J. Salem
	Title:	Class A Member


PROVIDENCE EQUITY PARTNERS V L.L.C.

By	/s/ Paul J. Salem
	Name:	Paul J. Salem
	Title:	Class A Member


PROVIDENCE EQUITY GP IV L.P.

By	Providence Equity Partners IV L.L.C., its general partner

By	/s/ Paul J. Salem
	Name:	Paul J. Salem
	Title:	Class A Member

Page 23 of 31 pages

PROVIDENCE EQUITY PARTNERS IV L.L.C.

By	/s/ Paul J. Salem
	Name:	Paul J. Salem
	Title:	Class A Member


PEP EDMC L.L.C.

By	/s/ Paul J. Salem
	Name:	Paul J. Salem
	Title:	Class A Member

PROVIDENCE EQUITY PARTNERS L.L.C.

By	/s/ Paul J. Salem
	Name:	Paul J. Salem
	Title:	Class A Member

PROVIDENCE EQUITY PARTNERS IV, INC.

By	/s/ Paul J. Salem
	Name:	Paul J. Salem
	Title:	Senior Managing Director and Executive Vice President

PROVIDENCE EQUITY PARTNERS V, INC.

By	/s/ Paul J. Salem
	Name:	Paul J. Salem
	Title:	Senior Managing Director and Executive Vice President

Page 24 of 31 pages

			By	/s/ Jonathan M. Nelson
				Name:	Jonathan M. Nelson

			By	/s/ Glenn M. Creamer
				Name:	Glenn M. Creamer

			By	/s/ Paul J. Salem
				Name:	Paul J. Salem

			By	/s/ Peter O. Wilde
				Name:	Peter O. Wilde

Page 25 of 31 pages

INDEX TO EXHIBITS

Exhibit No.	Exhibit
99.1	Joint Filing Agreement
99.2	Item 8 Information

Page 26 of 31 pages

EX-99.1 2 mm02-1312_sc13ga2e991.htm EX. 1 - JOINT FILING AGREEMENT mm02-1312_sc13ga2e991.htm

EXHIBIT 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, $0.01 par value, of Education Management Corporation and further agree to the filing of this agreement as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G.

Dated: February 13, 2012

PROVIDENCE EQUITY PARTNERS V L.P.

By:	Providence Equity Partners GP V L.P., its general partner

By:	Providence Equity Partners V L.L.C., its general partner

By	/s/ Paul J. Salem
	Name:	Paul J. Salem
	Title:	Class A Member

PROVIDENCE EQUITY PARTNERS V-A L.P.

By:	Providence Equity Partners GP V L.P., its general partner

By:	Providence Equity Partners V L.L.C., its general partner

By	/s/ Paul J. Salem
	Name:	Paul J. Salem
	Title:	Class A Member


PROVIDENCE EQUITY PARTNERS IV L.P.

By:	Providence Equity GP IV LP, its general partner

By:	Providence Equity Partners IV L.L.C., its general partner

By	/s/ Paul J. Salem
	Name:	Paul J. Salem
	Title:	Class A Member

Page 27 of 31 pages

PROVIDENCE EQUITY OPERATING PARTNERS IV L.P.

By:	Providence Equity GP IV LP, its general partner

By:	Providence Equity Partners IV L.L.C., its general partner

By	/s/ Paul J. Salem
	Name:	Paul J. Salem
	Title:	Class A Member


PROVIDENCE EQUITY GP V L.P.

By:	Providence Equity Partners V L.L.C., its general partner

By	/s/ Paul J. Salem
	Name:	Paul J. Salem
	Title:	Class A Member


PROVIDENCE EQUITY PARTNERS V L.L.C.

By	/s/ Paul J. Salem
	Name:	Paul J. Salem
	Title:	Class A Member


PROVIDENCE EQUITY GP IV L.P.

By	Providence Equity Partners IV L.L.C., its general partner

By	/s/ Paul J. Salem
	Name:	Paul J. Salem
	Title:	Class A Member

Page 28 of 31 pages

PROVIDENCE EQUITY PARTNERS IV L.L.C.

By	/s/ Paul J. Salem
	Name:	Paul J. Salem
	Title:	Class A Member


PEP EDMC L.L.C.

By	/s/ Paul J. Salem
	Name:	Paul J. Salem
	Title:	Class A Member

PROVIDENCE EQUITY PARTNERS L.L.C.

By	/s/ Paul J. Salem
	Name:	Paul J. Salem
	Title:	Class A Member

PROVIDENCE EQUITY PARTNERS IV, INC.

By	/s/ Paul J. Salem
	Name:	Paul J. Salem
	Title:	Senior Managing Director and Executive Vice President

PROVIDENCE EQUITY PARTNERS V, INC.

By	/s/ Paul J. Salem
	Name:	Paul J. Salem
	Title:	Senior Managing Director and Executive Vice President

Page 29 of 31 pages

			By	/s/ Jonathan M. Nelson
				Name:	Jonathan M. Nelson

			By	/s/ Glenn M. Creamer
				Name:	Glenn M. Creamer

			By	/s/ Paul J. Salem
				Name:	Paul J. Salem

			By	/s/ Peter O. Wilde
				Name:	Peter O. Wilde

Page 30 of 31 pages

EX-99.2 3 mm02-1312_sc13ga2e992.htm EX. 2 - ITEM 8 INFORMATION mm02-1312_sc13ga2e992.htm

EXHIBIT 99.2

ITEM 8 INFORMATION

Each of Providence Equity Partners V L.P., Providence Equity Partners V-A L.P., Providence Equity Partners IV L.P., Providence Equity Operating Partners IV L.P. and PEP EDMC L.L.C. (collectively, the “PEP Investing Entities”) is a party to a Shareholders Agreement, dated as of October 7, 2009, by and among Education Management Corporation (the “Company”), the PEP Investing Entities, funds associated with The Goldman Sachs Group, Inc., funds associated with Leeds Equity Partners, funds associated with AlpInvest Partners N.V. and funds associated with Citigroup Private Equity LP and Fisher Lynch Co-Investment Partnership, L.P., Ontario Teachers’ Pension Plan Board and General Electric Pension Trust (the “Shareholders Agreement” and all such shareholders, collectively, the “Shareholder Agreement Parties”).

The Shareholders Agreement provides that certain of the PEP Investing Entities and certain of the funds associated with The Goldman Sachs Group, Inc. will each have the right to designate up to two of the Company’s directors and certain of the funds associated with Leeds Equity Partners will have the right to designate one of the Company’s directors. Subject to certain exceptions, the Shareholders Agreement requires all Shareholder Agreement Parties to vote their shares of the Company’s common stock, par value $0.01 per share (“Common Stock”) for directors that are designated in accordance with the provisions of the Shareholders Agreement. The Shareholders Agreement also contains certain provisions regarding transfer restrictions, drag-along rights and tag-along rights with respect the shares of Common Stock owned by the Shareholder Agreement Parties.

The aggregate number of shares of Common Stock beneficially owned collectively by the GS Investing Entities, funds associated with Providence Equity Partners and funds associated with Leeds Equity Partners (collectively, the “Significant Holders”), based on available information, is 105,065,198 which represents approximately 82.48% of the outstanding Common Stock and the aggregate number of shares of Common Stock beneficially owned collectively by the Significant Holders and other parties to the Shareholders Agreement, based on available information, is 117,839,254, which represents approximately 92.51% of the outstanding Common Stock.

The share ownership reported for the PEP Investing Entities does not include any shares of Common Stock owned by the other Shareholder Agreement Parties, except to the extent disclosed in this Schedule 13G. Each of the PEP Investing Entities disclaims beneficial ownership of any shares of Common Stock owned by the other Shareholder Agreement Parties, except to the extent disclosed in this Schedule 13G.