X0303 4 2010-11-29 0 0000880059 EDUCATION MANAGEMENT CORPORATION EDMC 0001473585 Providence Equity Partners V L.L.C. C/O PROVIDENCE EQUITY PARTNERS INC. 50 KENNEDY PLAZA, 18TH FLOOR PROVIDENCE RI 02903 0 0 1 0 0001304328 Providence Equity Partners V L P 50 KENNEDY PLAZA PROVIDENCE RI 02903 0 0 1 0 0001473584 Providence Equity GP V L.P. C/O PROVIDENCE EQUITY PARTNERS INC. 50 KENNEDY PLAZA, 18TH FLOOR PROVIDENCE RI 02903 0 0 1 0 0001304329 Providence Equity Partners V-A L P 50 KENNEDY PLAZA PROVIDENCE RI 02903 0 0 1 0 0001127275 PROVIDENCE EQUITY PARTNERS IV LP 50 KENNEDY PLAZA 18TH FLOOR PROVIDENCE RI 02903 0 0 1 0 0001320670 Providence Equity GP IV L.P. 50 KENNEDY PLAZA 18TH FLOOR PROVIDENCE RI 02903 0 0 1 0 0001320669 Providence Equity Partners IV, L.L.C. 50 KENNEDY PLAZA 18TH FLOOR PROVIDENCE RI 02903 0 0 1 0 0001473638 PEP EDMC L.L.C. C/O PROVIDENCE EQUITY PARTNERS INC. 50 KENNEDY PLAZA, 18TH FLOOR PROVIDENCE RI 02903 0 0 1 0 0001035233 NELSON JONATHAN M C/O PROVIDENCE EQUITY PARTNERS INC. 50 KENNEDY PLAZA, 18TH FLOOR PROVIDENCE RI 02903 0 0 1 0 Common Stock, par value $0.01 per share 2010-11-29 4 J 0 6054 0 A 40872397 I See footnote Common Stock, par value $0.01 per share 2010-11-29 4 J 0 6054 0 A 40872397 I See footnote On the Transaction Date, Messrs. Paul J. Salem and Peter Osgood Wilde, Jr. each transferred 6,054 shares of common stock to Providence Equity Partners L.L.C. ("PEP LLC") for no consideration. Representing: (i) 32,317,772 shares of common stock are directly held by Providence Equity Partners V L.P. ("PEP V"); (ii) 5,104,728 shares of common stock are directly held by Providence Equity Partners V-A L.P. ("PEP V-A"); (iii) 2,675,590 shares of common stock are directly held by Providence Equity Partners IV L.P. ("PEP IV"); (iv) 8,629 shares of common stock are directly held by Providence Equity Operating Partners IV L.P. ("PEOP IV"); (v) 740,880 shares of common stock are directly held by PEP EDMC L.L.C. ("PEP EDMC"); (vi) 4,123 shares of common stock are directly held by Mr. Salem as nominee for PEP LLC; (vii) 4,123 shares of common stock are directly held by Mr. Wilde as nominee for PEP LLC; and (viii) 16,552 shares of common stock are directly held by PEP LLC. (Footnote 2 continued) Certain Reporting Persons may be deemed to indirectly own the securities listed above as follows: (i) Providence Equity GP V L.P. ("PEP GP V"), as general partner of PEP V and PEP V-A; (ii) Providence Equity Partners V L.L.C. ("PEP V LLC") as general partner of PEP GP V; (iii) Providence Equity GP IV L.P. ("PEP GP IV"), as general partner of PEP IV and PEOP IV; (iv) PEP V, PEP V-A, PEP IV and PEOP IV as the members of PEP EDMC L.L.C.; (v) Providence Equity Partners IV L.L.C. ("PEP IV LLC") as general partner of PEP GP IV; (vi) PEP V, Inc. as the former investment manager of PEP V; (vii) PEP IV, Inc. as the former investment manager of PEP IV; and (viii) PEP LLC, as management company to PEP V, PEP V-A, PEP IV and PEOP IV. Each of PEP GP V, PEP V LLC, PEP GP IV, PEP IV LLC, PEP V, PEP V-A, PEP IV, PEOP IV, PEP V, Inc., PEP IV, Inc. and PEP LLC disclaims indirect beneficial ownership except to the extent of each of their respective pecuniary interests therein. (Footnote 2 continued) Messrs. Jonathan Nelson, Glenn Creamer and Paul Salem each are: (i) partners of PEP GP V and PEP GP IV; (ii) indirect beneficial owners of PEP V, Inc. and PEP IV, Inc.; (iii) members of PEP LLC; and (v) members of PEP V LLC and PEP IV LLC, and may be deemed to share beneficial ownership of shares owned by PEP V, PEP V-A, PEP IV, PEOP IV, PEP EDMC LLC, PEP V, Inc., PEP IV, Inc. and PEP LLC or held by Messrs. Salem and Wilde as nominees for such entities. Each of Messrs. Nelson, Creamer and Salem disclaims this beneficial ownership, except to the extent of each of their respective pecuniary interests therein. See Exhibit 99.1, incorporate by reference herein. DUE TO THE TECHNICAL LIMITATION IN THE NUMBER OF REPORTING PERSONS INCLUDED IN ONE FILING, THIS FORM 4 IS BEING FILED IN THREE PARTS. THIS IS PART 1 OF 3. This filing is also being made to correct previous filings with respect to PEP GP V, PEP V LLC, PEP GP IV, PEP IV LLC, PEP V, PEP V-A, PEP IV, PEOP IV, PEP V, Inc., PEP IV, Inc., PEP LLC and Messrs Nelson, Creamer, Salem and Wilde. In particular: (i) the beneficial ownership of Messrs. Creamer, Salem, Nelson with respect to the shares held by PEP V, PEP V-A, PEP IV, PEOP IV, PEP EDMC LLC, PEP V, Inc., PEP IV, Inc., PEP LLC and Mr. Wilde was not disclosed; (ii) due to rounding errors, PEP V-A, L.P. had previously been reported as holding 5,104,729 shares, PEOP IV had previously been reported as holding 8,630 shares and PEP EDMC had previously been reported as holding 740,880 shares and, as such, the total beneficial ownership in each filing reflected three additional shares not owned beneficially owned by the Reporting Persons: the corrected numbers are reflected in Table 1 and Footnote 2; and (iii) the transfer, for no value, of all of the 4,146 shares held by PEP V, Inc. and the 298 shares held by PEP IV, Inc., each to PEP LLC, on January 1, 2010 was not previously reported. /s/ Glenn M. Creamer 2011-02-11