0001104659-10-007346.txt : 20100216 0001104659-10-007346.hdr.sgml : 20100215 20100216160639 ACCESSION NUMBER: 0001104659-10-007346 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100216 DATE AS OF CHANGE: 20100216 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EDUCATION MANAGEMENT CORPORATION CENTRAL INDEX KEY: 0000880059 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 251119571 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-48543 FILM NUMBER: 10607671 BUSINESS ADDRESS: STREET 1: 300 SIXTH AVENUE CITY: PITTSBURGH STATE: PA ZIP: 15222 BUSINESS PHONE: 4125620900 MAIL ADDRESS: STREET 1: 300 SIXTH AVE CITY: PITTSBURGH STATE: PA ZIP: 15222 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ONTARIO TEACHERS PENSION PLAN BOARD CENTRAL INDEX KEY: 0000937567 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 5650 YONGE STREET STREET 2: NORTH YORK CITY: ONTARIO CANADA ZIP: M2M 4H5 BUSINESS PHONE: 4167305300 MAIL ADDRESS: STREET 1: 5650 YONGE STREET STREET 2: NORTH YORK CITY: ONTARIO CANADA ZIP: M2M 4H5 SC 13G 1 a10-3840_1sc13g.htm SC 13G

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )

Education Management Corporation

(Name of Issuer)

Common Stock, par value $0.01

(Title of Class of Securities)

28140M103

(CUSIP Number)

December 31, 2009

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)
o	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. 28140M103

SCHEDULE 13G

	1	Names of Reporting Persons I.R.S. Identification No. of Above Persons (Entities Only): Ontario Teachers’ Pension Plan Board

	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x

	3	SEC Use Only

	4	Citizenship or Place of Organization Ontario, Canada

Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power 0

			6		Shared Voting Power 5,001,080

			7		Sole Dispositive Power 0

			8		Shared Dispositive Power 5,001,080

	9	Aggregate Amount Beneficially Owned by Each Reporting Person 5,001,080

	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11	Percent of Class Represented by Amount in Row 9 3.50%

	12	Type of Reporting Person (See Instructions) EP

Item 1(a).		Name of Issuer: EDUCATION MANAGEMENT CORPORATION
Item 1(b).		Address of Issuer’s Principal Executive Offices: 210 Sixth Avenue, 33rd Floor Pittsburgh, PA 77056

Item 2(a)		Name of Persons Filing: Ontario Teachers’ Pension Plan Board (the “Board”)
Item 2(b)		Address of Principal Business Office or, if None, Residence: 5650 Yonge Street, Suite 300, Toronto, Ontario, Canada, M2M 4H5
Item 2(c)		Citizenship: The Board is a corporation incorporated under the laws of the Province of Ontario, Canada.
Item 2(d)		Title of Class of Securities: Common Stock, par value $0.01
Item 2(e)		CUSIP Number: 28140M103

Item 3.	If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
	(a)	o	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
	(b)	o	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
	(c)	o	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
	(d)	o	Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
	(e)	o	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	o	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	o	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
	(h)	o	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	o	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
	(j)	o	A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J);
	(k)	o	Group, in accordance with §240.13d-1(b)(1)(ii)(K).
	Not applicable

Item 4.	Ownership
	(a)	Amount beneficially owned: 5,001,080 shares of Common Stock
	(b)	Percent of class See the response to Item 11 on the attached cover page
	(c)	Number of shares as to which such person has:
		(i)	Sole power to vote or to direct the vote: See the responses to Item 5 on the attached cover page The reporting person may be deemed to be a member of a 13(d) group owning more than 10% of the issuer's outstanding common stock, based upon the reporting person 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)
		(ii)	Shared power to vote or to direct the vote: See the responses to Item 6 on the attached cover page
		(iii)	Sole power to dispose or to direct the disposition of: See the responses to Item 7 on the attached cover page
		(iv)	Shared power to dispose or to direct the disposition of: See the responses to Item 8 on the attached cover page

Item 5.	Ownership of Five Percent or Less of a Class
	Not applicable

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
	See Exhibit 99.1

Item 9.	Notice of Dissolution of Group
	Not applicable

Item 10.	Certifications
	Not applicable

SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Date: February 16, 2010

	ONTARIO TEACHERS’ PENSION PLAN BOARD


	By:	/s/ Melissa Kennedy
		Name:	Melissa Kennedy
		Title:	Vice President

INDEX TO EXHIBITS

Exhibit No.		Exhibit
99.1		Item 8 Information

EX-99.1 2 a10-3840_1ex99d1.htm EX-99.1

EXHIBIT 99.1

ITEM 8 INFORMATION

Ontario Teachers’ Pension Plan Board is a party to a Shareholders Agreement, dated as of October 7, 2009, by and among Education Management Corporation (the “Company”), funds associated with Providence Equity Partners, funds associated with The Goldman Sachs Group, Inc., funds associated with Leeds Equity Partners, funds associated with AlpInvest Partners N.V. and funds associated with Citigroup Private Equity LP and Fisher Lynch Co-Investment Partnership, L.P., and General Electric Pension Trust (the “Shareholders Agreement” and all such shareholders, collectively, the “Shareholder Agreement Parties”).

The Shareholders Agreement provides that certain of the funds associates with Providence Equity Partners and certain of the funds associated with The Goldman Sachs Group, Inc. will each have the right to designate up to two of the Company’s directors and certain of the funds associated with Leeds Equity Partners will have the right to designate one of the Company’s directors. Subject to certain exceptions, the Shareholders Agreement requires all Shareholder Agreement Parties to vote their shares of the Company’s common stock, par value $0.01 per share (“Common Stock”) for directors that are designated in accordance with the provisions of the Shareholders Agreement. The Shareholders Agreement also contains certain provisions regarding transfer restrictions, drag-along rights and tag-along rights with respect the shares of Common Stock owned by the Shareholder Agreement Parties.

The aggregate number of shares of Common Stock beneficially owned collectively by funds associates with The Goldman Sachs Group, Inc., funds associated with Providence Equity Partners and funds associated with Leeds Equity Partners (collectively, the “Significant Holders”), based on available information, is 105,018,466, which represents approximately 73.5% of the outstanding Common Stock and the aggregate number of shares of Common Stock beneficially owned collectively by the Significant Holders and other parties to the Shareholders Agreement, based on available information, is 117,792,522, which represents approximately 82.5% of the outstanding Common Stock.

The share ownership reported for Ontario Teachers’ Pension Plan Board does not include any shares of Common Stock owned by the other Shareholder Agreement Parties, except to the extent disclosed in this Schedule 13G. Ontario Teachers’ Pension Plan Board disclaims beneficial ownership of any shares of Common Stock owned by the other Shareholder Agreement Parties, except to the extent disclosed in this Schedule 13G.