X0306 4 2012-09-13 0000880059 EDUCATION MANAGEMENT CORPORATION EDMC 0001237505 NELSON TODD S C/O EDUCATION MANAGEMENT CORPORATION 210 SIXTH AVENUE, 33RD FLOOR PITTSBURGH PA 15222 1 0 0 0 Employee Stock Options (right to buy) 12.29 2012-09-13 4 D 0 1262035 D 2012-03-09 2017-03-08 Common Stock 1262035 1262035 D Employee Stock Options (right to buy) 12.29 2012-09-13 4 D 0 1262039 D 2017-03-08 Common Stock 1262039 1262039 D Employee Stock Options (right to buy) 12.29 2012-09-13 4 D 0 111842 D 2012-03-30 2017-03-29 Common Stock 111842 111842 D Employee Stock Options (right to buy) 18.00 2012-09-13 4 D 0 223685 D 2019-09-30 Common Stock 223685 223685 D Employee Stock Options (right to buy) 14.68 2012-09-13 4 D 0 400000 D 2020-09-29 Common Stock 400000 400000 D Employee Stock Options (right to buy) 13.11 2012-09-13 4 D 0 50000 D 2020-10-11 Common Stock 50000 50000 D Employee Stock Options (right to buy) 20.93 2012-09-13 4 D 0 325000 D 2021-11-03 Common Stock 325000 325000 D Employee Stock Options (right to buy) 3.59 2012-09-13 4 A 0 847003 A 2013-09-13 2018-03-08 Common Stock 847003 847003 D Employee Stock Options (right to buy) 3.59 2012-09-13 4 A 0 847006 A 2018-03-08 Common Stock 847006 847006 D Employee Stock Options (right to buy) 3.59 2012-09-13 4 A 0 75061 A 2013-09-13 2018-03-29 Common Stock 75061 75061 D Employee Stock Options (right to buy) 3.59 2012-09-13 4 A 0 154265 A 2019-09-30 Common Stock 154265 154265 D Employee Stock Options (right to buy) 3.59 2012-09-13 4 A 0 307692 A 2020-09-29 Common Stock 307692 307692 D Employee Stock Options (right to buy) 3.59 2012-09-13 4 A 0 38461 A 2021-11-02 Common Stock 38461 38461 D Employee Stock Options (right to buy) 3.59 2012-09-13 4 A 0 230496 A 2021-11-02 Common Stock 230496 230496 D The reporting person agreed to cancellation of these options in exchange for new options having a lower exercise price. Options were to vest based on investment returns to certain of the Company's shareholders. Options were to vest in four equal annual installments on each October 1, 2010 to 2013. Options were to vest in four equal annual installments on each September 30, 2011 to 2014. Options were to vest in four equal annual installments on each October 12, 2011 to 2014. Options were to vest in four equal annual installments on each November 3 2012 to 2015. Options vest based on investment returns to certain of the Company's shareholders, which have not been staisfied. The reporting person agreed to the cancellation of options previously granted to him in exchange for new options having a lower exercise price. Of these options, 75% vest on September 13, 2013 and 25% vest on October 1, 2013. Of these options, 50% vest on September 13, 2013 and 25% vest on September 30, 2013 and 25% vest on September 30, 2014. Of these options, 50% vest on September 13, 2013 and 25% vest on October 11, 2013 and 25% vest on October 11, 2014. Of these options, 25% vest on September 13, 2013 and the remainder vest in three equal annual installments on each November 2, 2013 to 2015. /s/: J. Devittt Kramer, Attorney-In-Fact 2012-09-17