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*
H. & E. Buckingham Limited Partnership

(Last) (First) (Middle)
5311 CARRIAGE HILLS DRIVE

(Street)
RAPID CITY SD 57702

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
National American University Holdings, Inc. [ NAUH ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/28/2011
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)
Code V Amount (A) or (D) Price
Common Stock 10/28/2011 X 210,632 A $5.5 10,789,556 D
Common Stock 10/28/2011 S(1) 150,648 D $7.69 10,638,908 D
Common Stock 10/31/2011 X 28,854 A $5.5 10,667,762 D
Common Stock 10/31/2011 S(2) 20,664 D $7.68 10,647,098 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock Purchase Warrant (right to buy) $5.5 10/28/2011 X 210,632 11/23/2009 11/22/2011 Common Stock 210,632 $0.00 66,484 D
Common Stock Purchase Warrant (right to buy) $5.5 10/31/2011 X 28,854 11/23/2009 11/22/2011 Common Stock 28,854 $0.00 37,630 D
Explanation of Responses:
1. On October 28, 2011, the reporting person exercised warrants to purchase 210,632 shares of the Issuer's common stock for $5.50 a share. The reporting person paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 150,648 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 59,984 shares. The Issuer also paid $7.12 to the reporting person in lieu of a fractional share.
2. On October 31, 2011, the reporting person exercised warrants to purchase 28,854 shares of the Issuer's common stock for $5.50 a share. The reporting person paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 20,664 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 8,190 shares. The Issuer also paid $2.52 to the reporting person in lieu of a fractional share.
Remarks:
/s/ Robert D. Buckingham, General Partner 11/01/2011
** 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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