X0202 3 2004-06-17 0 0001106942 BLACKBOARD INC BBBB 0001025762 EDELSON HARRY 300 TICE BLVD. WOODCLIFF LAKE NJ 07677 0 0 1 0 0001054221 EDELSON IV LP 300 TICE BLVD. WOODCLIFF LAKE NJ 07677 0 0 1 0 0001293980 College Enterprises, Inc 300 TICE BLVD. WOODCLIFF LAKE NJ 07677 0 0 1 0 Common Stock 2608165.0000 I See Footnote Series E Convertible Preferred Stock Common Stock 40864.0000 I See Footnote Series D Convertible Preferred Stock Common Stock 1876.0000 I See Footnote Series E Convertible Preferred Stock Common Stock 174994.0000 I See Footnote Warrants to purchase Series D Convertible Preferred Stock 3.2720 2000-12-15 2005-12-15 Series D Convertible Preferred Stock 76405.0000 I See Footnote Held by College Enterprises, Inc. The reporting persons disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein. Convertible immediately and automatically converts into common stock upon the closing of the issuer's initial public offering. Includes 6,204 shares of common stock payable with respect to accumulated dividends upon the closing of the issuer's initial public offering, assuming the issuer's initial public offering closes on June 23, 2004 at an initial price to the public of $14.00 per share. Each share of Series E Convertible Preferred Stock is convertible into approximately 0.472 shares of common stock, plus the issuance of shares of common stock in lieu of cash payment of accrued dividends thereon. Includes 594 shares of common stock payable with respect to accumulated dividends upon the closing of the issuer's initial public offering, assuming the issuer's initial public offering closes on June 23, 2004 at an initial price to the public of $14.00 per share. Each share of Series D Convertible Preferred Stock is convertible into approximately 0.472 shares of common stock, plus the issuance of shares of common stock in lieu of cash payment of accrued dividends thereon. Held by Edelson IV, L.P. The reporting persons disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein. Includes 26,568 shares of common stock payable with respect to accumulated dividends upon the closing of the issuer's initial public offering, assuming the issuer's initial public offering closes on June 23, 2004 at an initial price to the public of $14.00 per share. /S/ Harry Edelson 2004-06-17 Harry Edelson, General Partner 2004-06-17 Harry Edelson, Chairman 2004-06-17