X0202 4 2008-04-11 0 0001069502 VARSITY GROUP INC VSTY 0001044321 MARXE AUSTIN W & GREENHOUSE DAVID M C/O SPECIAL SITUATIONS FUNDS 527 MADISON AVENUE, SUITE 2600 NEW YORK NY 10022 0 0 1 0 Common Stock 2008-04-11 4 J 0 1969448 0.2 D 0 I By Limited Partnerships This is a joint filing by Austin W. Marxe (Marxe) and David M. Greenhouse (Greenhouse). They share voting and investment control over all securities owned by Special Situations Fund III QP, L.P. (QP) and Special Situations Cayman Fund, L.P. (Cayman), respectively. 0 shares of Common Stock are held by QP and 0 shares of Common Stock are held by Cayman. The interest of Marxe and Greenhouse in the shares of Common Stock owned by QP and Cayman is limited to the extent of his pecuniary interest. Pursuant to the Merger Agreement between VGI Holdings Corp and Varsity Group, Inc. (the "Company") all of the outstanding shares of the Company's common stock, par value $0.0001 per share, were tendered at a price of $0.20 per share. Austin W. Marxe 2008-04-21 David M. Greenhouse 2008-04-21