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* AlpInvest Partners CS Investments 2006 C.V. (Last) (First) (Middle) C/O ALPINVEST PARTNERS N.V. JACHTHAVENWEG 118 (Street) 1081 KJ AMSTERDAM P7 (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 X 10% Owner Officer (give title below) X Other (specify below) *See Remarks	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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	2,236,850(1)	D(1)

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

1. Name and Address of Reporting Person* AlpInvest Partners CS Investments 2006 C.V. (Last) (First) (Middle) C/O ALPINVEST PARTNERS N.V. JACHTHAVENWEG 118 (Street) 1081 KJ AMSTERDAM P7 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) *See Remarks

1. Name and Address of Reporting Person* AlpInvest Partners Later Stage Co-Investments Custodian IIA B.V. (Last) (First) (Middle) C/O ALPINVEST PARTNERS N.V. JACHTHAVENWEG 118 (Street) 1081 KJ AMSTERDAM P7 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) *See Remarks

Explanation of Responses:

1. Consists of (i) 2,212,468 shares of Common Stock directly held by AlpInvest Partners CS Investments 2006 C.V. ("AlpInvest 2006"); and (ii) 24,382 shares of Common Stock directly held by AlpInvest Partners Later Stage Co-Investments Custodian IIA B.V. ("AlpInvest IIA"). AlpInvest Partners 2006 B.V., as general partner of AlpInvest 2006, and AlpInvest Partners N.V., as managing director of each of AlpInvest Partners 2006 B.V. and AlpInvest IIA, may be deemed to indirectly own the securities held by AlpInvest 2006 and AlpInvest IIA. Each of AlpInvest Partners 2006 B.V. and AlpInvest Partners N.V. disclaims such indirect beneficial ownership except to the extent of each of their pecuniary interests in such securities.

Remarks:

Remarks: The Reporting Persons are not, together or individually, 10% Owners, but may be deemed to be members of a 13(d) group owning more than 10% of the Issuer's outstanding common stock, based upon the Reporting Persons being party to that certain Shareholders Agreement filed as Exhibit 10.23 to the Issuer's Registration Statement on Form S-1 (File No. 333-148259).

	/s/ Cornelis Frederik de Ru as Senior Legal Counsel of AlpInvest Partners N.V., as managing director of AlpInvest Partners 2006 B.V., as general partner of AlpInvest Partners CS Investments 2006 C.V.	02/16/2010
	/s/ Johan Paul de Klerk, as Managing Partner and CFOO of AlpInvest Partners N.V., as managing director of AlpInvest Partners Later Stage Co-Investments Custodian IIA B.V.	02/16/2010
	/s/ Cornelis Frederik de Ru as Senior Legal Counsel of AlpInvest Partners N.V., as managing director of AlpInvest Partners Later Stage Co-Investments Custodian IIA B.V.	02/16/2010
	/s/ Johan Paul de Klerk, as Managing Partner and CFOO of AlpInvest Partners N.V., as managing director of AlpInvest Partners 2006 B.V., as general partner of AlpInvest Partners CS Investments 2006 C.V.	02/16/2010
	** Signature of Reporting Person	Date
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