X0202 4 2005-03-31 0 0000850414 NEW HORIZONS WORLDWIDE INC NEWH.PK 0001317017 Camden Partners Strategic III, LLC ONE SOUTH STREET SUITE 2150 BALTIMORE MD 21202 0 0 1 0 0001283497 CAMDEN PARTNERS STRATEGIC FUND III LP ONE SOUTH STREET SUITE 2150 BALTIMORE MD 21202 0 0 0 1 Managing Member 0001283498 CAMDEN PARTNERS STRATEGIC FUND III-A LP ONE SOUTH STREET SUITE 2150 BALTIMORE MD 21202 0 0 0 1 Managing Member 0001025664 WARNOCK DAVID L ONE SOUTH STREET SUITE 2150 BALTIMORE MD 21202 1 0 0 1 Managing Member 0001211899 HUGHES DONALD W ONE SOUTH STREET SUITE 2150 BALTIMORE MD 21202 0 0 0 1 Managing Member 0001211913 JOHNSTON RICHARD M ONE SOUTH STREE SUITE 2150 BLTIMORE MD 21202 0 0 0 1 Managing Member 0001211905 BERKELEY RICHARD M ONE SOUTH STREET SUITE 2150 BALTIMORE MD 21202 0 0 0 1 Managing Member Series A Convertible Preferred Stock, no par value 3.75 2005-03-31 4 J 0 12771 3.75 A Common Stock, $.01 par value per share 1648398 1648398 I See Footnote 5 and Remarks Series A Convertible Preferred Stock, no par value 3.75 2005-06-30 4 J 0 25627 3.75 A Common Stock, $.01 par value per share 1648398 1648398 I See Footnote 5 and Remarks Series A Convertible Preferred Stock, no par value 3.75 2005-08-31 4 J 0 6718 3.75 D Common Stock, $.01 par value per share 1648398 1648398 I See Footnote 5 and Remarks As of the date of issuance, CPS Fund III was the direct beneficial owner of 12,209 of these shares of the Issuer's Series A Preferred Stock ("Series A Shares"). As of the date of issuance, CPS Fund III-A was the direct beneficial owner of 562 shares of these Series A Shares. The aforementioned shares were issued as paid-in-kind dividends in accordance with the Series A Shares' terms. Series A Shares are immediately exercisable. There is no expiration date. CPS Fund III is the direct beneficial owner of 1,573,025 Series A Shares and CPS Fund III is the direct beneficial owner of 65,373 Series A Shares. The aggregate number of Series A Shares reflect the effect of the reallocation described in footnote 6. 1,648,398 shares of common stock reflects the Series A Shares held by the Funds and options to purchase 10,000 shares of the Issuer's common stock held by Mr. Warnock as a director of the Issuer. Such options were reported on a Form 4 filed by Mr. Warnock on February 10, 2005. The Funds are the direct beneficial owners of Series A Shares as described in footnote 4. Mr. Warnock is the direct beneficial owner of options to purchase 10,000 shares of the Issuer's common stock. CPS III and the Managing Members may be deemed indirect beneficial owners of Series A Shares held by the Funds as a result of their relationships described in the Remarks section. CPS III and each of the Managing Members disclaims beneficial ownership of Series A Shares held directly by the Funds, except to the extent of its or his pecuniary interest therein. Each of the Funds disclaims beneficial ownership of Series A Shares held by the other. The other Managing Members, CPS III and the Funds may be deemed indirect beneficial owners of the options held by Mr. Warnock. Each of the other Managing Members, CPS III, and the Funds disclaims beneficial ownership of the options held directly by Mr. Warnock, except to the extent of its or his pecuniary interest therein. As of the date of issuance, CPS Fund III was the direct beneficial owner 24,499 of these Series A Shares. As of the date of issuance, CPS Fund III-A was the direct beneficial owner of 1,128 shares of these Series A Shares. The aforementioned shares were issued as paid-in-kind dividends in accordance with the Series A Shares' terms. CPS Fund III-A transfered 6,718 Series A Shares to CPS Fund III in connection with an internal reallocation between these funds effective as of August 31, 2005. This Form 4 is being filed jointly by Camden Partners Strategic III, LLC ("CPS III"), Camden Partners Strategic Fund III, L.P. ("CPS Fund III"), Camden Partners Strategic Fund III-A, L.P. ("CPS Fund III-A"), and the Managing Members (collectively, the "Reporting Persons"). The Managing Members are the managing members of CPS III, which is the general partner of CPS Fund III and CPS Fund III-A (such funds together, the "Funds"). David L. Warnock ("Mr. Warnock") is a director of the Issuer as the designee of CPS III and CPS Fund III. By Donald W. Hughes, its Managing Member 2006-03-10 By Camden Partners Strategic III, LLC, By Donald W. Hughes, its Managing Member 2006-03-10 By Camden Partners Strategic III, LLC, By Donald W. Hughes, its Managing Member 2006-03-10 By Donald W. Hughes, Attorney-In-Fact 2006-03-10 By Donald W. Hughes 2006-03-10 By Donald W. Hughes, Attorney-In-Fact 2006-03-10 By Donald W. Hughes, Attorney-In-Fact 2006-03-10