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* South John T. III (Last) (First) (Middle) C/O EDUCATION MANAGEMENT CORPORATION 210 SIXTH AVENUE, 33RD FLOOR (Street) PITTSBURGH PA 15222 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/01/2009	3. Issuer Name and Ticker or Trading Symbol EDUCATION MANAGEMENT CORPORATION [ EDMC ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) See Remarks	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	223,685(1)	I	By John South 2008 Grantor Retained Annuity Trust

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Options (right to buy)	(2)	05/31/2016	Common Stock	99,764	$11.18	D
Employee Stock Options (right to buy)	(3)	05/31/2016	Common Stock	99,764	$11.18	D
Employee Stock Options (right to buy)	(4)	06/27/2017	Common Stock	14,965	$13.41	D
Employee Stock Options (right to buy)	(3)	06/27/2017	Common Stock	14,965	$13.41	D

Explanation of Responses:

1. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

2. Options vest over a five-year period, 20% of which vested on June 1, 2007 and 20% of which vests on June 1 of the next four years.

3. Options vest based on investment returns to certain of the Company's shareholders. The conditions to the exercise of the options have not been satisfied.

4. Options vest over a five-year period, 20% of which vested on June 28, 2008, one year from the date of grant, and 20% of which vests on each of the next four anniversaries of the date of grant.

Remarks:

Sr. VP, Chancellor, South University and Chairman of the Board of Directors of Argosy University Exhibit List: 24.1 Power of Attorney

	/s/ J. Devitt Kramer, Attorney-in-Fact	10/01/2009
	** 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).
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