0001209191-15-032642.txt : 20150406 0001209191-15-032642.hdr.sgml : 20150406 20150406140422 ACCESSION NUMBER: 0001209191-15-032642 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20140430 FILED AS OF DATE: 20150406 DATE AS OF CHANGE: 20150406 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Primo Water Corp CENTRAL INDEX KEY: 0001365101 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & GENERAL LINE [5141] IRS NUMBER: 300278688 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 104 CAMBRIDGE PLAZA DRIVE CITY: Winston Salem STATE: NC ZIP: 27104 BUSINESS PHONE: 336-331-4000 MAIL ADDRESS: STREET 1: 104 CAMBRIDGE PLAZA DRIVE CITY: Winston Salem STATE: NC ZIP: 27104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kim Shane H. CENTRAL INDEX KEY: 0001565230 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34850 FILM NUMBER: 15753159 MAIL ADDRESS: STREET 1: 500 E. PRATT STREET, SUITE 1200 CITY: BALTIMORE STATE: MD ZIP: 21202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kersey Christopher W CENTRAL INDEX KEY: 0001457240 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34850 FILM NUMBER: 15753160 MAIL ADDRESS: STREET 1: 500 EAST PRATT STREET STREET 2: SUITE 1200 CITY: BALTIMORE STATE: MD ZIP: 21202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SHERMAN JOSEPH T CENTRAL INDEX KEY: 0001583194 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34850 FILM NUMBER: 15753161 MAIL ADDRESS: STREET 1: 500 EAST PRATT STREET STREET 2: SUITE 1200 CITY: BALTIMORE STATE: MD ZIP: 21202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HUGHES DONALD W CENTRAL INDEX KEY: 0001211899 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34850 FILM NUMBER: 15753162 MAIL ADDRESS: STREET 1: 500 EAST PRATT STREET STREET 2: SUITE 1200 CITY: BALTIMORE STATE: MD ZIP: 21202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Camden Partners Strategic III, LLC CENTRAL INDEX KEY: 0001317017 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34850 FILM NUMBER: 15753164 BUSINESS ADDRESS: STREET 1: ONE SOUTH STREET STREET 2: SUITE 2150 CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-895-3800 MAIL ADDRESS: STREET 1: ONE SOUTH STREET STREET 2: SUITE 2150 CITY: BALTIMORE STATE: MD ZIP: 21202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CAMDEN PARTNERS STRATEGIC FUND III-A LP CENTRAL INDEX KEY: 0001283498 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34850 FILM NUMBER: 15753165 BUSINESS ADDRESS: STREET 1: 1 SOUTH ST STREET 2: SUITE 2150 CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-895-3800 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CAMDEN PARTNERS STRATEGIC FUND III LP CENTRAL INDEX KEY: 0001283497 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34850 FILM NUMBER: 15753166 BUSINESS ADDRESS: STREET 1: 1 SOUTH ST STREET 2: SUITE 2150 CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-895-3800 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TAGLER JASON CENTRAL INDEX KEY: 0001583196 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34850 FILM NUMBER: 15753158 MAIL ADDRESS: STREET 1: 500 EAST PRATT STREET STREET 2: SUITE 1200 CITY: BALTIMORE STATE: MD ZIP: 21202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Camden Partners Strategic Manager, LLC CENTRAL INDEX KEY: 0001365552 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34850 FILM NUMBER: 15753163 BUSINESS ADDRESS: STREET 1: 500 E. PRATT STREET STREET 2: SUITE 1200 CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-878-6800 MAIL ADDRESS: STREET 1: 500 E. PRATT STREET STREET 2: SUITE 1200 CITY: BALTIMORE STATE: MD ZIP: 21202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WARNOCK DAVID L CENTRAL INDEX KEY: 0001025664 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34850 FILM NUMBER: 15753167 MAIL ADDRESS: STREET 1: 500 EAST PRATT STREET STREET 2: SUITE 1200 CITY: BALTIMORE STATE: MD ZIP: 21202 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2014-04-30 0 0001365101 Primo Water Corp PRMW 0001025664 WARNOCK DAVID L C/O CAMDEN PARTNERS STRATEGIC MGR LLC 500 E. PRATT STREET, SUITE 1200 BALTIMORE MD 21202 1 0 0 1 See Remarks 0001283497 CAMDEN PARTNERS STRATEGIC FUND III LP C/O CAMDEN PARTNERS STRATEGIC MGR LLC 500 E. PRATT STREET, SUITE 1200 BALTIMORE MD 21202 0 0 0 1 See Remarks 0001283498 CAMDEN PARTNERS STRATEGIC FUND III-A LP C/O CAMDEN PARTNERS STRATEGIC MGR LLC 500 E. PRATT STREET, SUITE 1200 BALTIMORE MD 21202 0 0 0 1 See Remarks 0001317017 Camden Partners Strategic III, LLC C/O CAMDEN PARTNERS STRATEGIC MGR LLC 500 E. PRATT STREET, SUITE 1200 BALTIMORE MD 21202 0 0 0 1 See Remarks 0001365552 Camden Partners Strategic Manager, LLC C/O CAMDEN PARTNERS STRATEGIC MGR LLC 500 E. PRATT STREET, SUITE 1200 BALTIMORE MD 21202 0 0 0 1 See Remarks 0001211899 HUGHES DONALD W C/O CAMDEN PARTNERS STRATEGIC MGR LLC 500 E. PRATT STREET, SUITE 1200 BALTIMORE MD 21202 0 0 0 1 See Remarks 0001583194 SHERMAN JOSEPH T C/O CAMDEN PARTNERS STRATEGIC MGR LLC 500 E. PRATT STREET, SUITE 1200 BALTIMORE MD 21202 0 0 0 1 See Remarks 0001457240 Kersey Christopher W C/O CAMDEN PARTNERS STRATEGIC MGR LLC 500 E. PRATT STREET, SUITE 1200 BALTIMORE MD 21202 0 0 0 1 See Remarks 0001565230 Kim Shane H. C/O CAMDEN PARTNERS STRATEGIC MGR LLC 500 E. PRATT STREET, SUITE 1200 BALTIMORE MD 21202 0 0 0 1 See Remarks 0001583196 TAGLER JASON C/O CAMDEN PARTNERS STRATEGIC MGR LLC 500 E. PRATT STREET, SUITE 1200 BALTIMORE MD 21202 0 0 0 1 See Remarks Common Stock 888563 I See Footnote Common Stock 36928 I See Footnote Common Stock 2014-04-30 4 A 0 35374 0.00 A 71835 D The shares are directly owned by Fund III. CPSM, CPS III, Fund III-A and the Managing Members may be deemed indirect beneficial owners of the securities held directly by Fund III as a result of their relationships described in the Remarks. CPSM, CPS III, Fund III-A and each of the Managing Members disclaims beneficial ownership of the securities held directly by Fund III, except to the extent of its or his pecuniary interest therein. The shares are directly owned by Fund III-A. CPSM, CPS III, Fund III and the Managing Members may be deemed indirect beneficial owners of the securities held directly by Fund III-A as a result of their relationships described in the Remarks. CPSM, CPS III, Fund III and each of the Managing Members disclaims beneficial ownership of the securities held directly by Fund III-A, except to the extent of its or his pecuniary interest therein. These restricted stock units may only be settled in stock and vest immediately. Mr. Warnock is a director of the Issuer. Pursuant to an agreement with his employer, Camden Partner Holdings, LLC ("Holdings"), which provides management services to Fund III and Fund III-A, all securities and other benefits to which Mr. Warnock becomes entitled by virtue of his service as a director are received by Mr. Warnock for the benefit of Holdings. This Form 4 is being filed jointly by Camden Partners Strategic Manager, LLC ("CPSM"), Camden Partners Strategic III, LLC ("CPS III"), Camden Partners Strategic Fund III, L.P. ("Fund III"), Camden Partners Strategic Fund III-A, L.P. ("Fund III-A") and Messrs. David L. Warnock, Donald W. Hughes, J. Todd Sherman, Jason Tagler, Christopher Kersey and Shane Kim (collectively, the "Managing Members" and together with CPSM, CPS III, Fund III and Fund III-A, the "Reporting Persons"). The Managing Members are the managing members of CPSM, which is the Managing Member of CPS III. CPS III is the general partner of Fund III and Fund III-A. Mr. Warnock is a director of the Issuer. Exhibit List Exhibit 24.1 - Warnock Power of Attorney Exhibit 24.2 - Hughes Power of Attorney Exhibit 24.3 - Kersey Power of Attorney Exhibit 24.4 - Kim Power of Attorney Exhibit 24.5 - Tagler Power of Attorney Exhibit 24.6 - Sherman Power of Attorney /s/ J. Todd Sherman, Attorney-in-Fact for David L. Warnock 2015-04-06 by Camden Partners Strategic III, LLC by Camden Partners Strategic Manager, LLC, by Todd Sherman, Managing Member 2015-04-06 by Camden Partners Strategic III, LLC by Camden Partners Strategic Manager, LLC, by J. Todd Sherman, Managing Member 2015-04-06 by Camden Partners Strategic Manager, LLC, by J. Todd Sherman, Managing Member 2015-04-06 by J. Todd Sherman, Managing Member 2015-04-06 J. Todd Sherman, Attorney-in-Fact for Donald W. Hughes 2015-04-06 Todd Sherman 2015-04-06 J. Todd Sherman, Attorney-in-Fact for Christopher W. Kersey 2015-04-06 J. Todd Sherman, Attorney-in-Fact for Shane H. Kim 2015-04-06 J. Todd Sherman, Attorney-in-Fact for Jason Tagler 2015-04-06 EX-24.1 2 attachment1.htm EX-24.1 DOCUMENT 
LIMITED POWER OF ATTORNEY FOR SECTION 16
AND SECTION 13 REPORTING OBLIGATIONS
       Know all by these presents, that the undersigned hereby makes,
constitutes and appoints J. Todd Sherman as the undersigned's true and lawful
attorney-in-fact with full power and authority as hereinafter described to:
       (1)	execute for and on behalf of the undersigned, (i) Forms 3, 4, and 5
(including any amendments thereto) in accordance with Section 16(a) of the
Securities Exchange Act of 1934 and the rules thereunder (the "Exchange Act")
and (ii) Schedule 13D, Schedule 13G and Form 13F in accordance with Section 13
(and the rules thereunder) of the Exchange Act, to be filed in respect of the
undersigned's economic interest in certain affiliates of Camden Partners
Holdings, LLC (the "Company");
       (1)	do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to prepare, complete and execute any such
Form 3, 4, or 5, Schedule 13D, Schedule 13G, or Form 13F, or any other form or
report, prepare, complete and execute any amendment or amendments thereto, and
timely deliver and file such form or report with the United States Securities
and Exchange Commission (the "SEC") and any stock exchange or similar authority,
including without limitation the filing of a Form ID or any other application
materials to enable the undersigned to gain or maintain access to the Electronic
Data Gathering, Analysis and Retrieval system of the SEC;
       (4)	seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information regarding transactions in the securities owned
by the Company or its affiliates from any third party, including brokers,
employee benefit plan administrators and trustees, and the undersigned hereby
authorizes any such third party to release any such information to the herein
appointed attorney-in-fact and approves and ratifies any such release of
information; and
       (5)	take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
       The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorney-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming nor relieving, nor is the Company assuming nor
relieving, any of the undersigned's responsibilities to comply with Section 16
of the Exchange Act. The undersigned acknowledges that neither the Company nor
the foregoing attorney-in-fact assume (i) any liability for the undersigned's
responsibility to comply with the requirements of the Exchange Act, (ii) any
liability of the undersigned for any failure to comply with such requirements,
or (iii) any obligation or liability of the undersigned for profit disgorgement
under Section 16(b) of the Exchange Act.
       This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 or Schedule 13D,
Schedule 13G, or Form 13F with respect to the undersigned's holdings of and
transactions in securities owned by the Company or its affiliates, unless
earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorney-in-fact.
       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 5th day of March, 2014.
/s/ David L. Warnock
David L. Warnock
EX-24.2 3 attachment2.htm EX-24.2 DOCUMENT 
LIMITED POWER OF ATTORNEY FOR SECTION 16
AND SECTION 13 REPORTING OBLIGATIONS
       Know all by these presents that the undersigned hereby makes, constitutes
and appoints J. Todd Sherman as the undersigned's true and lawful
attorney-in-fact with full power and authority as hereinafter described to:
       (1)	execute for and on behalf of the undersigned, (i) Forms 3, 4, and 5
(including any amendments thereto) in accordance with Section 16(a) of the
Securities Exchange Act of 1934 and the rules thereunder (the "Exchange Act")
and (ii) Schedule 13D, Schedule 13G and Form 13F in accordance with Section 13
(and the rules thereunder) of the Exchange Act, to be filed in respect of the
undersigned's economic interest in certain affiliates of Camden Partners
Holdings, LLC (the "Company");
       (1)	do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to prepare, complete and execute any such
Form 3, 4, or 5, Schedule 13D, Schedule 13G, or Form 13F, or any other form or
report, prepare, complete and execute any amendment or amendments thereto, and
timely deliver and file such form or report with the United States Securities
and Exchange Commission (the "SEC") and any stock exchange or similar authority,
including without limitation the filing of a Form ID or any other application
materials to enable the undersigned to gain or maintain access to the Electronic
Data Gathering, Analysis and Retrieval system of the SEC;
       (4)	seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information regarding transactions in the securities owned
by the Company or its affiliates from any third party, including brokers,
employee benefit plan administrators and trustees, and the undersigned hereby
authorizes any such third party to release any such information to the herein
appointed attorney-in-fact and approves and ratifies any such release of
information; and
       (5)	take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
       The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorney-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming nor relieving, nor is the Company assuming nor
relieving, any of the undersigned's responsibilities to comply with Section 16
of the Exchange Act. The undersigned acknowledges that neither the Company nor
the foregoing attorney-in-fact assume (i) any liability for the undersigned's
responsibility to comply with the requirements of the Exchange Act, (ii) any
liability of the undersigned for any failure to comply with such requirements,
or (iii) any obligation or liability of the undersigned for profit disgorgement
under Section 16(b) of the Exchange Act.
       This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 or Schedule 13D,
Schedule 13G, or Form 13F with respect to the undersigned's holdings of and
transactions in securities owned by the Company or its affiliates, unless
earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorney-in-fact.
       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 5th day of March, 2014.
/s/ Donald W. Hughes
Donald W. Hughes
EX-24.3 4 attachment3.htm EX-24.3 DOCUMENT 
LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS
       Know all by these presents, that the undersigned hereby makes,
constitutes and appoints each of Donald W. Hughes and Joseph T. Sherman, signing
singly and each acting individually, as the undersigned's true and lawful
attorney-in-fact with full power and authority as hereinafter described to:
       (1)	execute for and on behalf of the undersigned Forms 3, 4, and 5
(including any amendments thereto) in accordance with Section 16(a) of the
Securities Exchange Act of 1934 and the rules thereunder (the "Exchange Act") to
be filed in respect of the undersigned's economic interest in certain affiliates
of Camden Partners Holdings, LLC (the "Company");
       (2)	do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to prepare, complete and execute any such
Form 3, 4, or 5, prepare, complete and execute any amendment or amendments
thereto, and timely deliver and file such form with the United States Securities
and Exchange Commission (the "SEC") and any stock exchange or similar authority,
including without limitation the filing of a Form ID or any other application
materials to enable the undersigned to gain or maintain access to the Electronic
Data Gathering, Analysis and Retrieval system of the SEC;
       (3)	seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information regarding transactions in securities owned by
the Company or its affiliates from any third party, including brokers, employee
benefit plan administrators and trustees, and the undersigned hereby authorizes
any such third party to release any such information to the herein appointed
attorney-in-fact and approves and ratifies any such release of information; and
       (4)	take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
       The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming nor relieving, nor is the Company assuming nor
relieving, any of the undersigned's responsibilities to comply with Section 16
of the Exchange Act. The undersigned acknowledges that neither the Company nor
the foregoing attorneys-in-fact assume (i) any liability for the undersigned's
responsibility to comply with the requirement of the Exchange Act, (ii) any
liability of the undersigned for any failure to comply with such requirements,
or (iii) any obligation or liability of the undersigned for profit disgorgement
under Section 16(b) of the Exchange Act.
       This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with the SEC with
respect to the undersigned's holdings of and transactions in securities owned by
the Company or its affiliates, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact.
       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 27th day of August, 2013.
By:/s/ Christopher Kersey
Name:  Christopher Kersey
EX-24.4 5 attachment4.htm EX-24.4 DOCUMENT 
LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS
       Know all by these presents, that the undersigned hereby makes,
constitutes and appoints each of Donald W. Hughes and Joseph T. Sherman, signing
singly and each acting individually, as the undersigned's true and lawful
attorney-in-fact with full power and authority as hereinafter described to:
       (1)	execute for and on behalf of the undersigned Forms 3, 4, and 5
(including any amendments thereto) in accordance with Section 16(a) of the
Securities Exchange Act of 1934 and the rules thereunder (the "Exchange Act") to
be filed in respect of the undersigned's economic interest in certain affiliates
of Camden Partners Holdings, LLC (the "Company");
       (2)	do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to prepare, complete and execute any such
Form 3, 4, or 5, prepare, complete and execute any amendment or amendments
thereto, and timely deliver and file such form with the United States Securities
and Exchange Commission (the "SEC") and any stock exchange or similar authority,
including without limitation the filing of a Form ID or any other application
materials to enable the undersigned to gain or maintain access to the Electronic
Data Gathering, Analysis and Retrieval system of the SEC;
       (3)	seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information regarding transactions in securities owned by
the Company or its affiliates from any third party, including brokers, employee
benefit plan administrators and trustees, and the undersigned hereby authorizes
any such third party to release any such information to the herein appointed
attorney-in-fact and approves and ratifies any such release of information; and
       (4)	take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
       The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming nor relieving, nor is the Company assuming nor
relieving, any of the undersigned's responsibilities to comply with Section 16
of the Exchange Act. The undersigned acknowledges that neither the Company nor
the foregoing attorneys-in-fact assume (i) any liability for the undersigned's
responsibility to comply with the requirement of the Exchange Act, (ii) any
liability of the undersigned for any failure to comply with such requirements,
or (iii) any obligation or liability of the undersigned for profit disgorgement
under Section 16(b) of the Exchange Act.
       This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with the SEC with
respect to the undersigned's holdings of and transactions in securities owned by
the Company or its affiliates, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact.
       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 6th day of August, 2013.
By:/s/ Shane Kim
Name:  Shane Kim
EX-24.5 6 attachment5.htm EX-24.5 DOCUMENT 
LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS
       Know all by these presents, that the undersigned hereby makes,
constitutes and appoints each of Donald W. Hughes and Joseph T. Sherman, signing
singly and each acting individually, as the undersigned's true and lawful
attorney-in-fact with full power and authority as hereinafter described to:
       (1)	execute for and on behalf of the undersigned Forms 3, 4, and 5
(including any amendments thereto) in accordance with Section 16(a) of the
Securities Exchange Act of 1934 and the rules thereunder (the "Exchange Act") to
be filed in respect of the undersigned's economic interest in certain affiliates
of Camden Partners Holdings, LLC (the "Company");
       (2)	do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to prepare, complete and execute any such
Form 3, 4, or 5, prepare, complete and execute any amendment or amendments
thereto, and timely deliver and file such form with the United States Securities
and Exchange Commission (the "SEC") and any stock exchange or similar authority,
including without limitation the filing of a Form ID or any other application
materials to enable the undersigned to gain or maintain access to the Electronic
Data Gathering, Analysis and Retrieval system of the SEC;
       (3)	seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information regarding transactions in securities owned by
the Company or its affiliates from any third party, including brokers, employee
benefit plan administrators and trustees, and the undersigned hereby authorizes
any such third party to release any such information to the herein appointed
attorney-in-fact and approves and ratifies any such release of information; and
       (4)	take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
       The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming nor relieving, nor is the Company assuming nor
relieving, any of the undersigned's responsibilities to comply with Section 16
of the Exchange Act. The undersigned acknowledges that neither the Company nor
the foregoing attorneys-in-fact assume (i) any liability for the undersigned's
responsibility to comply with the requirement of the Exchange Act, (ii) any
liability of the undersigned for any failure to comply with such requirements,
or (iii) any obligation or liability of the undersigned for profit disgorgement
under Section 16(b) of the Exchange Act.
       This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with the SEC with
respect to the undersigned's holdings of and transactions in securities owned by
the Company or its affiliates, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact.
       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 31st day of July, 2013.
By:/s/ Jason Tagler
Name:  Jason Tagler
EX-24.6 7 attachment6.htm EX-24.6 DOCUMENT 
LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS
       Know all by these presents, that the undersigned hereby makes,
constitutes and appoints Donald W. Hughes as the undersigned's true and lawful
attorney-in-fact with full power and authority as hereinafter described to:
       (1)	execute for and on behalf of the undersigned Forms 3, 4, and 5
(including any amendments thereto) in accordance with Section 16(a) of the
Securities Exchange Act of 1934 and the rules thereunder (the "Exchange Act") to
be filed in respect of the undersigned's economic interest in certain affiliates
of Camden Partners Holdings, LLC (the "Company");
       (2)	do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to prepare, complete and execute any such
Form 3, 4, or 5, prepare, complete and execute any amendment or amendments
thereto, and timely deliver and file such form with the United States Securities
and Exchange Commission (the "SEC") and any stock exchange or similar authority,
including without limitation the filing of a Form ID or any other application
materials to enable the undersigned to gain or maintain access to the Electronic
Data Gathering, Analysis and Retrieval system of the SEC;
       (3)	seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information regarding transactions in the securities owned
by the Company or its affiliates from any third party, including brokers,
employee benefit plan administrators and trustees, and the undersigned hereby
authorizes any such third party to release any such information to the herein
appointed attorney-in-fact and approves and ratifies any such release of
information; and
       (4)	take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
       The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming nor relieving, nor is the Company assuming nor
relieving, any of the undersigned's responsibilities to comply with Section 16
of the Exchange Act. The undersigned acknowledges that neither the Company nor
the foregoing attorney-in-fact assume (i) any liability for the undersigned's
responsibility to comply with the requirement of the Exchange Act, (ii) any
liability of the undersigned for any failure to comply with such requirements,
or (iii) any obligation or liability of the undersigned for profit disgorgement
under Section 16(b) of the Exchange Act.
       This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with the SEC with
respect to the undersigned's holdings of and transactions in securities owned by
the Company or its affiliates, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorney-in-fact.
       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 31st day of July, 2013.
/s/ Joseph T. Sherman
Joseph T. Sherman