-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TkEXHskqiBGMS8vosnsWbL3vp1Y9Z1IG4PiZNq07hujBAe///Pq0q8SuOkAi6+Re Qh56BcVTGdfw8SHHGDu4pg== 0001209191-10-043056.txt : 20100817 0001209191-10-043056.hdr.sgml : 20100817 20100817205053 ACCESSION NUMBER: 0001209191-10-043056 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100817 FILED AS OF DATE: 20100817 DATE AS OF CHANGE: 20100817 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CAMDEN PARTNERS STRATEGIC FUND III LP CENTRAL INDEX KEY: 0001283497 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34846 FILM NUMBER: 101024401 BUSINESS ADDRESS: STREET 1: 1 SOUTH ST STREET 2: SUITE 2150 CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-895-3800 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CAMDEN PARTNERS STRATEGIC FUND III-A LP CENTRAL INDEX KEY: 0001283498 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34846 FILM NUMBER: 101024400 BUSINESS ADDRESS: STREET 1: 1 SOUTH ST STREET 2: SUITE 2150 CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-895-3800 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: REALPAGE INC CENTRAL INDEX KEY: 0001286225 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 752788861 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4000 INTERNATIONAL PARKWAY CITY: CARROLLTON STATE: TX ZIP: 75007-1913 BUSINESS PHONE: 972-820-3923 MAIL ADDRESS: STREET 1: 4000 INTERNATIONAL PARKWAY CITY: CARROLLTON STATE: TX ZIP: 75007-1913 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WARNOCK DAVID L CENTRAL INDEX KEY: 0001025664 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34846 FILM NUMBER: 101024395 MAIL ADDRESS: STREET 1: 500 EAST PRATT STREET STREET 2: SUITE 1200 CITY: BALTIMORE STATE: MD ZIP: 21202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HUGHES DONALD W CENTRAL INDEX KEY: 0001211899 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34846 FILM NUMBER: 101024397 MAIL ADDRESS: STREET 1: 500 EAST PRATT STREET STREET 2: SUITE 1200 CITY: BALTIMORE STATE: MD ZIP: 21202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BERKELEY RICHARD M CENTRAL INDEX KEY: 0001211905 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34846 FILM NUMBER: 101024402 MAIL ADDRESS: STREET 1: 500 EAST PRATT STREET STREET 2: SUITE 1200 CITY: BALTIMORE STATE: MD ZIP: 21202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JOHNSTON RICHARD M CENTRAL INDEX KEY: 0001211913 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34846 FILM NUMBER: 101024396 MAIL ADDRESS: STREET 1: 500 EAST PRATT STREET STREET 2: SUITE 1200 CITY: BALTIMORE STATE: MD ZIP: 21202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Camden Partners Strategic III, LLC CENTRAL INDEX KEY: 0001317017 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34846 FILM NUMBER: 101024399 BUSINESS ADDRESS: STREET 1: ONE SOUTH STREET STREET 2: SUITE 2150 CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-895-3800 MAIL ADDRESS: STREET 1: ONE SOUTH STREET STREET 2: SUITE 2150 CITY: BALTIMORE STATE: MD ZIP: 21202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Camden Partners Strategic Manager, LLC CENTRAL INDEX KEY: 0001365552 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34846 FILM NUMBER: 101024398 BUSINESS ADDRESS: STREET 1: 500 E. PRATT STREET STREET 2: SUITE 1200 CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-878-6800 MAIL ADDRESS: STREET 1: 500 E. PRATT STREET STREET 2: SUITE 1200 CITY: BALTIMORE STATE: MD ZIP: 21202 4 1 c04961_4x0.xml MAIN DOCUMENT DESCRIPTION X0303 4 2010-08-17 0001286225 REALPAGE INC RP 0001211905 BERKELEY RICHARD M C/O CAMDEN PARTNERS STRATEGIC MGR LLC 500 E. PRATT STREET, SUITE 1200 BALTIMORE MD 21202 1 0 0 0 0001283497 CAMDEN PARTNERS STRATEGIC FUND III LP C/O CAMDEN PARTNERS STRATEGIC MGR LLC 500 E. PRATT STREET, SUITE 1200 BALTIMORE MD 21202 1 0 0 0 0001283498 CAMDEN PARTNERS STRATEGIC FUND III-A LP C/O CAMDEN PARTNERS STRATEGIC MGR LLC 500 E. PRATT STREET, SUITE 1200 BALTIMORE MD 21202 1 0 0 0 0001317017 Camden Partners Strategic III, LLC C/O CAMDEN PARTNERS STRATEGIC MGR LLC 500 E. PRATT STREET, SUITE 1200 BALTIMORE MD 21202 1 0 0 0 0001365552 Camden Partners Strategic Manager, LLC C/O CAMDEN PARTNERS STRATEGIC MGR LLC 500 E. PRATT STREET, SUITE 1200 BALTIMORE MD 21202 1 0 0 0 0001211899 HUGHES DONALD W C/O CAMDEN PARTNERS STRATEGIC MGR LLC 500 E. PRATT STREET, SUITE 1200 BALTIMORE MD 21202 1 0 0 0 0001211913 JOHNSTON RICHARD M C/O CAMDEN PARTNERS STRATEGIC MGR LLC 500 E. PRATT STREET, SUITE 1200 BALTIMORE MD 21202 1 0 0 0 0001025664 WARNOCK DAVID L C/O CAMDEN PARTNERS STRATEGIC MGR LLC 500 E. PRATT STREET, SUITE 1200 BALTIMORE MD 21202 1 0 0 0 Common Stock 2010-08-17 4 C 0 293483 A 737045 I See footnote Common Stock 2010-08-17 4 C 0 1467571 A 2204616 I See footnote Common Stock 2010-08-17 4 C 0 373372 A 2577988 I See footnote Common Stock 2010-08-17 4 S 0 528055 11.00 D 2049933 I See footnote Common Stock 2010-08-17 4 C 0 12227 A 30669 I See footnote Common Stock 2010-08-17 4 C 0 60989 A 91658 I See footnote Common Stock 2010-08-17 4 C 0 15516 A 107174 I See footnote Common Stock 2010-08-17 4 C 0 21945 11.00 D 85229 I See footnote Series A1 Convertible Preferred Stock 2010-08-17 4 C 0 293483 D Common Stock 293483 0 I See footnote Series A1 Convertible Preferred Stock 2010-08-17 4 C 0 12227 D Common Stock 12227 0 I See footnote Series B Convertible Preferred Stock 2010-08-17 4 C 0 1467571 D Common Stock 1467571 0 I See footnote Series B Convertible Preferred Stock 2010-08-17 4 C 0 60989 D Common Stock 60989 0 I See footnote Series C Convertible Preferred Stock 2010-08-17 4 C 0 373372 D Common Stock 373372 0 I See footnote Series C Convertible Preferred Stock 2010-08-17 4 C 0 15516 D Common Stock 15516 0 I See footnote 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. 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. 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 was automatically converted into Common Stock on a one-for-one basis upon the consummation of the Issuer's initial public offering. Additionally, 62.5% of the accrued and unpaid dividends on such shares were automatically converted into Common Stock upon consummation of the Issuer's initial public offering. Includes 5,483 shares that were 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 the date of the consummation of the Issuer's initial public offering. Includes 227 shares that were 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 the date of the consummation of the Issuer's initial public offering. 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 was automatically converted into Common Stock on a one-for-one basis upon the consummation of the Issuer's initial public offering. Additionally, 62.5% of the accrued and unpaid dividends on such shares of Series B Convertible Preferred Stock were automatically converted into Common Stock upon consummation of the Issuer's initial public offering. Includes 27,421 shares that were 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 the date of the consummation of the Issuer's initial public offering. Includes 1,139 shares that were 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 the date of the consummation of the Issuer's initial public offering. 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 was automatically converted into Common Stock upon consummation of the Issuer's initial public offering. 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 2010-08-17 /s/ By Camden Partners Strategic III, LLC, By Camden Partners Strategic Manager, LLC, By Donald W. Hughes, Managing Member 2010-08-17 /s/ By Camden Partners Strategic III, LLC, By Camden Partners Strategic Manager, LLC, By Donald W. Hughes, Managing Member 2010-08-17 /s/ By Camden Partners Strategic Manager, LLC, By Donald W. Hughes, Managing Member 2010-08-17 /s/ By Donald W. Hughes, Managing Member 2010-08-17 /s/ Donald W. Hughes 2010-08-17 /s/ Donald W. Hughes, Attorney-in-Fact for Richard M. Johnston 2010-08-17 /s/ Donald W. Hughes, Attorney-in-Fact for David L. Warnock 2010-08-17 -----END PRIVACY-ENHANCED MESSAGE-----