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*
ALMOND BRADLEY

(Last) (First) (Middle)
C/O CAMBIUM LEARNING GROUP, INC.
1800 VALLEY VIEW LANE, SUITE 400

(Street)
DALLAS TX 75234

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CAMBIUM LEARNING GROUP, INC. [ ABCD ]
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)
12/23/2009
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, $0.001 par value per share 12/23/2009 A 3,171 A (1)(2) 3,171 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
Explanation of Responses:
1. The issuer acquired Voyager Learning Company pursuant to an Agreement and Plan of Mergers, dated June 20, 2009 (the "Merger Agreement"), by and among the issuer, Voyager Learning Company, VSS-Cambium Holdings II Corp., Vowel Acquisition Corp., Consonant Acquisition Corp. and Vowel Representative, LLC. (the "Merger"). In connection with the Merger, the reporting person was entitled to elect to receive either (i) $6.50 in cash, without interest, OR (ii) one share of common stock of the issuer (subject to a pro-rata cutback to the extent cash elections made by Voyager Learning Company stockholders exceeded $67.5 million), plus regardless of the election made, additional consideration consisting of cash and a contingent value right as described in the Merger Agreement.
2. In connection with the reporting person's election and, after the applying the pro-rata cutback, in accordance with the terms of the Merger Agreement, the reporting person received 3,171 shares of common stock of the issuer plus additional cash consideration and a contingent value right in exchange for 5,000 shares of common stock of Voyager Learning Company owned by the reporting person prior to the Merger.
/s/ Bradley C. Almond By: Steven E. Siesser, Esq., Attorney-in-Fact 12/28/2009
** 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 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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