FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
EDUCATION MANAGEMENT CORPORATION [ EDMC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/03/2012 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock, par value $0.01 per share | 01/03/2012 | J(1) | 6,131 | D | (1) | 22,683 | D | |||
Common Stock, par value $0.01 per share | 01/03/2012 | J(2) | 6,131 | D | (2) | 28,814 | D | |||
Common Stock, par value $0.01 per share | 40,881,935 | I | See Footnotes(3)(4) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. Paul J. Salem transferred 6,131 shares of common stock to the Reporting Person for no consideration on the Transaction Date. |
2. Peter Osgood Wilde, Jr. transferred 6,131 shares of common stock to the Reporting Person for no consideration on the Transaction Date. |
3. The Reporting Person, as: (i) management company to Providence Equity Partners V L.P. ("PEP V") and Providence Equity Partners V-A L.P. ("PEP V-A"); (ii) management company to Providence Equity Partners IV L.P. ("PEP IV") and Providence Equity Operating Partners IV L.P. ("PEOP IV"); (iii) management company to each of the members of PEP EDMC L.L.C ("PEP EDMC"), whose members are PEP V, PEP V-A, PEP IV and PEOP IV; and (iv) beneficial owner of shares held by Paul J. Salem and Peter Osgood Wilde, Jr. as nominees for the Reporting Person, may be deemed to indirectly own: (a) 32,317,772 shares of common stock directly held by PEP V; (b) 5,104,728 shares of common stock directly held by PEP V-A; (c) 2,675,590 shares of common stock directly held by PEP IV; (d) 8,629 shares of common stock directly held by PEOP IV; (e) 740,880 shares of common stock directly held by PEP EDMC; |
4. (Continuation of Footnote 3) - (f) 2,761 shares of common stock directly held by Peter Osgood Wilde, Jr.; and (g) 2,761 shares of common stock directly held by Paul J. Salem. 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 such securities for the purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein. |
Remarks: |
/s/ Paul J. Salem | 01/03/2012 | |
** 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 4 (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. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |