X0203 3 2010-03-12 0 0001113668 PRINCETON REVIEW INC REVU 0001025664 WARNOCK DAVID L 500 EAST PRATT STREET SUITE 1200 BALTIMORE MD 21202 1 0 0 0 0001434562 CAMDEN PARTNERS STRATEGIC FUND IV LP 500 EAST PRATT STREET SUITE 1200 BALTIMORE MD 21202 1 0 0 0 0001434548 CAMDEN PARTNERS STRATEGIC FUND IV-A LP 500 EAST PRATT STREET SUITE 1200 BALTIMORE MD 21202 1 0 0 0 0001455166 Camden Partners Strategic IV, LLC 500 EAST PRATT STREET SUITE 1200 BALTIMORE MD 21202 1 0 0 0 0001365552 Camden Partners Strategic Manager, LLC 500 EAST PRATT STREET SUITE 1200 BALTIMORE MD 21202 1 0 0 0 0001211913 JOHNSTON RICHARD M 500 EAST PRATT STREET SUITE 1200 BALTIMORE MD 21202 1 0 0 0 0001211899 HUGHES DONALD W 500 EAST PRATT STREET SUITE 1200 BALTIMORE MD 21202 1 0 0 0 0001211905 BERKELEY RICHARD M 500 EAST PRATT STREET SUITE 1200 BALTIMORE MD 21202 1 0 0 0 Series E Non-Convertible Preferred Stock 10000 I See Footnote Fund IV and Fund IV-A directly own 9,533 and 467 shares of Series E Non-Convertible Preferred Stock, respectively. CPSM, CPS IV and the Managing Members may be deemed indirect beneficial owners of the securities held directly by Fund IV and Fund IV-A as a result of their relationships described in the General Remarks. CPSM, CPS IV and each of the Managing Members disclaims beneficial ownership of the securities held directly by Fund IV and Fund IV-A, except to the extent of its or his pecuniary interest therein. Each of Fund IV and Fund IV-A disclaims beneficial ownership of the securities held by the other. Mr. Warnock is a director of the issuer. This Form 3 is being filed jointly by Camden Partners Strategic Manager, LLC ("CPSM"), Camden Partners Strategic IV, LLC ("CPS IV"), Camden Partners Strategic Fund IV, L.P. ("Fund IV") and Camden Partners Strategic Fund IV-A, L.P. ("Fund IV-A"), and Messrs. David L. Warnock, Donald W. Hughes, Richard M. Johnston, and Richard M. Berkeley (collectively, the "Managing Members" and together with CPSM, CPS IV, Fund IV and Fund IV-A, the "Reporting Persons"). The Managing Members are the managing members of CPSM, which is the Managing Member of CPS IV. CPS IV is the general partner of Fund IV and Fund IV-A. /s/ Donald W. Hughes, Attorney-in-Fact 2010-03-19 /s/ By Camden Partners Strategic IV, LLC, By Camden Partners Strategic Manager, LLC, By Donald W. Hughes, Managing Member 2010-03-19 /s/ By Camden Partners Strategic IV, LLC, By Camden Partners Strategic Manager, LLC, By Donald W. Hughes, Managing Member 2010-03-19 /s/ By Camden Partners Strategic Manager, LLC, By Donald W. Hughes, Managing Member 2010-03-19 /s/ Donald W. Hughes, Managing Member 2010-03-19 /s/ Donald W. Hughes, Attorney-in-Fact 2010-03-19 /s/ Donald W. Hughes 2010-03-19 /s/ Donald W. Hughes, Attorney-in-Fact 2010-03-19