X0303 4 2011-04-01 0 0001286225 REALPAGE INC RP 0001211905 BERKELEY RICHARD M C/O CAMDEN PARTNERS STRATEGIC MGR LLC, 500 E. PRATT STREET, SUITE 1200 BALTIMORE MD 21202 1 0 0 0 0001283497 CAMDEN PARTNERS STRATEGIC FUND III LP C/O CAMDEN PARTNERS STRATEGIC MGR LLC 500 E. PRATT STREET, SUITE 1200 BALTIMORE MD 21202 0 0 1 0 0001283498 CAMDEN PARTNERS STRATEGIC FUND III-A LP C/O CAMDEN PARTNERS STRATEGIC MGR LLC 500 E. PRATT STREET, SUITE 1200 BALTIMORE MD 21202 0 0 1 0 0001317017 Camden Partners Strategic III, LLC C/O CAMDEN PARTNERS STRATEGIC MGR LLC 500 E. PRATT STREET, SUITE 1200 BALTIMORE MD 21202 0 0 1 0 0001365552 Camden Partners Strategic Manager, LLC C/O CAMDEN PARTNERS STRATEGIC MGR LLC 500 E. PRATT STREET, SUITE 1200 BALTIMORE MD 21202 0 0 1 0 0001211899 HUGHES DONALD W C/O CAMDEN PARTNERS STRATEGIC MGR LLC 500 E. PRATT STREET, SUITE 1200 BALTIMORE MD 21202 0 0 1 0 0001211913 JOHNSTON RICHARD M C/O CAMDEN PARTNERS STRATEGIC MGR LLC 500 E. PRATT STREET, SUITE 1200 BALTIMORE MD 21202 0 0 1 0 0001025664 WARNOCK DAVID L C/O CAMDEN PARTNERS STRATEGIC MGR LLC 500 E. PRATT STREET, SUITE 1200 BALTIMORE MD 21202 0 0 1 0 Common Stock 2011-04-01 4 A 0 3507 0.00 A 3507 D Common Stock 1809908 I See footnote Common Stock 75254 I See footnote Common Stock 42500 I See footnote Common Stock 42500 I See footnote Restricted Stock awarded to Richard M. Berkeley on April 1, 2011. 6.25% of the shares shall vest each quarter, beginning on the first day of the calendar quarter immediately following the vesting commencement date, for sixteen (16) consecutive calendar quarters. Reported securities are directly held by Fund III. CPSM, CPS III and the Managing Members may be deemed indirect beneficial owners of the securities held directly by Fund III as a result of their relationships described in the Remarks. CPSM, CPS III and each of the Managing Members disclaims beneficial ownership of the securities held directly by Fund III, except to the extent of its or his pecuniary interest therein. Each of Fund III and Fund III-A disclaims beneficial onwership of the securities held by the other. Reported securities are directly held by Fund III-A. CPSM, CPS III and the Managing Members may be deemed indirect beneficial owners of the securities held directly by Fund III-A as a result of their relationships described in the Remarks. CPSM, CPS III and each of the Managing Members disclaims beneficial ownership of the securities held directly by Fund III-A, except to the extent of its or his pecuniary interest therein. Each of Fund III and Fund III-A disclaims beneficial onwership of the securities held by the other. These securities are held in trust for the benefit of the children of Richard M. Berkeley's brother. Richard M. Berkeley is a trustee of the trust. Richard M. Berkeley disclaims beneficial ownership of the reported securities and the inclusion of these securities in this report shall not be deemed an admission that Richard M. Berkeley is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. These securities are held in trust for the benefit of the family of Richard M. Berkeley's brother. Richard M. Berkeley is a trustee of the trust. Richard M. Berkeley disclaims beneficial ownership of the reported securities and the inclusion of these securities in this report shall not be deemed an admission that Richard M. Berkeley is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. Richard M. Berkeley is a director of the Issuer. This Form 4 is being filed jointly by Camden Partners Strategic Manager, LLC ("CPSM"), Camden Partners Strategic III, LLC ("CPS III"), Camden Partners Strategic Fund III, L.P. ("Fund III"), Camden Partners Strategic Fund III-A, L.P. ("Fund III-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 III, Fund III and Fund III-A, the "Reporting Persons"). The Managing Members are the managing members of CPSM, which is the Managing Member of CPS III. CPS III is the general partner of Fund III and Fund III-A. /s/ Donald W. Hughes, Attorney-in-Fact for Richard M. Berkeley 2011-04-05 /s/ By Camden Partners Strategic III, LLC, By Camden Partners Strategic Manager, LLC, By Donald W. Hughes, Managing Member 2011-04-05 /s/ By Camden Partners Strategic III, LLC, By Camden Partners Strategic Manager, LLC, By Donald W. Hughes, Managing Member 2011-04-05 /s/ By Camden Partners Strategic Manager, LLC, By Donald W. Hughes, Managing Member 2011-04-05 /s/ By Donald W. Hughes, Managing Member 2011-04-05 /s/ Donald W. Hughes 2011-04-05 /s/ Donald W. Hughes, Attorney-in-Fact for Richard M. Johnston 2011-04-05 /s/ Donald W. Hughes, Attorney-in-Fact for David L. Warnock 2011-04-05