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* Connolly John M (Last) (First) (Middle) BAIN CAPITAL VENTURE PARTNERS, LLC 111 HUNTINGTON AVENUE (Street) BOSTON MA 02199 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/08/2011	3. Issuer Name and Ticker or Trading Symbol PRINCETON REVIEW INC [ REVU ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner X Officer (give title below) Other (specify below) Chief Executive Officer	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)

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
Series D Convertible Preferred Stock	04/21/2010	(1)	Common Stock, par value $0.01	13,146,857	(1)	I	See Footnotes(2)(3)

Explanation of Responses:

1. As of April 21, 2010, each share of Series D Convertible Preferred Stock is convertible into a number of shares of Common Stock, determined by dividing the sum of the original purchase price per share plus all accrued and unpaid dividends by four dollars and seventy-five cents, subject to adjustments.

2. Mr. John M. Connolly is a Managing Director of Bain Capital Venture Investors, LLC ("BCVI"), which is the sole general partner of Bain Capital Venture Partners 2007, L.P. ("BCVP"), which is the sole general partner of Bain Capital Venture Fund 2007, L.P. ("BCVF 07"). Mr. Connolly is a general partner of BCIP Venture Associates ("BCIP") and BCIP Venture Associates-B ("BCIP-B"). By virtue of these relationships, Mr. Connolly may be deemed to share voting and dispositive power with respect to the shares held by BCVF 07, BCIP and BCIP II-B. Mr. Connolly disclaims any beneficial ownership of all securities except to the extent of his pecuniary interest therein.

3. Mr. Connolly is a Managing Director of BCVI, which is the sole general partner of BCVI-TPR Integral, L.P. ("BCVI TPR"). By virtue of these relationships, Mr. Connolly may be deemed to share voting and dispositive power with respect to the shares held by BCVI TPR. Mr. Connolly disclaims any beneficial ownership of all such securities except to the extent of his pecuniary interest therein.

	/s/ John Connolly	03/10/2011
	** 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).
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