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^*

Getridge Carolyn

(Last)

(First)

(Middle)

C/O CAMBIUM LEARNING GROUP, INC.

17855 N. DALLAS PARKWAY, SUITE 400

(Street)

DALLAS

75287

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/31/2010

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	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP of HR & Urban Development

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	1,439	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)
Stock Options (right to buy)	⁽¹⁾	01/27/2020	Common Stock, par value $0.001 per share	75,000	$4.5	D
Stock Options (right to buy)	⁽¹⁾	01/27/2020	Common Stock, par value $0.001 per share	25,000	$6.5	D

Explanation of Responses:

1. (1) On January 27, 2010 (the "Grant Date"), the Reporting Person was granted options ("Options") to purchase a total of 100,000 shares of common stock, par value $0.001 per share, of Cambium Learning Group, Inc. (the "Company"), in consideration of her services as an officer of the Company. The Options were granted to the Reporting Person pursuant and subject to the Company's 2009 Equity Incentive Plan. The per-share exercise price of the Options is (i) $4.50 with respect to 75,000 Options and (ii) $6.50 with respect to 25,000 Options. All of the Options vest ratably on a daily basis over a four-year period beginning on the Grant Date, for so long as the Reporting Person is employed by the Company, and subject to the terms and conditions of her stock option award agreement and the Plan.

Remarks:

	/s/ Carolyn M. Getridge By: Todd W. Buchardt, Esq., Attorney-in-Fact	05/19/2011
	** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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