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^*

VSS-Cambium Holdings III, LLC

(Last)

(First)

(Middle)

C/O VERONIS SUHLER STEVENSON

350 PARK AVENUE

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/08/2009

3. Issuer Name and Ticker or Trading Symbol
CAMBIUM LEARNING GROUP, INC. [ ABCD ]

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

Director	X	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)

X	Form filed by One Reporting Person
	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, par value $0.001 per share	24,300,466	D

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)
Common Stock Warrant (right to buy)	12/08/2009	12/08/2014	Common Stock, par value $0.001 per share	515,042⁽¹⁾	$0.01	D
Subscription Rights (right to buy)	12/08/2009	12/08/2011	Common Stock, par value $0.001 per share	7,500,000⁽²⁾	⁽³⁾	D

Explanation of Responses:

1. This number represents the current number of shares of common stock, par value $0.001 per share ("Common Stock"), of Cambium Learning Group, Inc., a Delaware corporation (the "Company"), underlying a common stock warrant, dated as of December 8, 2009 (the "Warrant"), issued to VSS-Cambium Holdings III, LLC, a Delaware limited liability company (the "Reporting Person"), by the Company. The number of shares of Common Stock underlying the Warrant may be increased under certain circumstances, in accordance with the terms and provisions of the Warrant

2. Pursuant to the terms of a stockholders agreement, dated as of December 8, 2009 (the "Stockholders Agreement"), by and among the Company, the Reporting Person and Vowel Representative, LLC, a Delaware limited liability company, the Reporting Person was granted subscription rights that permit it to purchase, at any time and from time to time until the expiration thereof, a number of shares of Common Stock up to the lesser of (i) 7,500,000 shares of Common Stock (subject to adjustment in the event of any dividend, stock split, combination or similar recapitalization event); or (ii) the number of shares of Common Stock that the Reporting Person may purchase from time to time during the 24-month subscription period for an aggregate purchase price of $20,000,000 (based upon the per-share purchase price hereinafter described).

3. The purchase price per share in connection with the subscription rights will be equal to ninety percent (90%) of the volume weighted average price of the Common Stock measured over the ten-trading-day period immediately preceding the issuance and sale of the shares of Common Stock to the Reporting Person.

	/s/ VSS-Cambium Holdings III, LLC By: Steven E. Siesser, Esq., Attorney-in-Fact	12/08/2009
	** 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).
** 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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