UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
| Archipelago Learning, Inc. |
(Name of Issuer)
| Common Stock |
(Title of Class of Securities)
| 03956P102 |
(CUSIP Number)
| December 31, 2011 |
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 03956P102 | 13G | Page 2 of 5 Pages |
| 1 |
NAME OF REPORTING PERSON
Cameron Chalmers | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a): ¨ (b): ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% | |||||
| 12 |
TYPE OF REPORTING PERSON
IN | |||||
| Item 1(a). | Name of Issuer: |
Archipelago Learning, Inc.
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
c/o Archipelago Learning, Inc.
3232 McKinney Avenue, Suite 400
Dallas, Texas 75204
| Item 2(a). | Name of Person Filing: |
Cameron Chalmers
| Item 2(b). | Address of Principal Business Office: |
1007 E. Levee St.
Dallas, Texas 75207
| Item 2(c). | Citizenship: |
United States of America
| Item 2(d). | Title of Class of Securities: |
Common Stock, par value $0.001 per share.
| Item 2(e). | CUSIP Number: |
03956P102
| Item 3. | If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a: |
| (a) | ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) |
¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) |
¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) |
¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) |
¨ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) |
¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) |
¨ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) |
¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) |
¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) |
¨ A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); | |
| (k) |
¨ Group, in accordance with §240.13d-1(b)(1)(ii)(K). | |
Page 3 of 5 Pages
If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
Not applicable.
| Item 4. | Ownership: |
| (a) | Amount beneficially owned: See Item 9 of cover page. |
| (b) | Percent of class: See Item 11 of cover page. |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: |
| (ii) | Shared power to vote or to direct the vote: |
| (iii) | Sole power to dispose or to direct the disposition of: |
| (iv) | Shared power to dispose or to direct the disposition of: |
See Items 5-8 of cover page.
| Item 5. | Ownership of Five Percent or Less of a Class: |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person: |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person: |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group: |
Not applicable.
| Item 9. | Notice of Dissolution of Group: |
Not applicable.
| Item 10. | Certification: |
Not applicable.
Page 4 of 5 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: March 28, 2012
| CAMERON CHALMERS |
| /s/ Cameron Chalmers |