SEC Form 4
Washington, D.C. 20549


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Jones Adrian M

(Last) (First) (Middle)


(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 10/28/2011 A 9,538 A $0 48,038,867 I See footnotes(1)(2)(3)(4)(5)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. The Reporting Person is a managing director of Goldman, Sachs & Co. ("Goldman Sachs"). Goldman Sachs is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. ("GS Group").
2. The 9,538 shares of common stock, par value $0.01 per share ("Common Stock"), of Education Management Corporation (the "Company") were granted to Adrian M. Jones and Mick J. Beekhuizen, each a managing director of Goldman Sachs, in their capacity as directors of the Company, pursuant to the Omnibus Long -Term Incentive Plan (the "Plan"). The 9,538 shares consist of (i) 2,008 shares of Common Stock and (ii) 2,761 restricted shares (the "Restricted Shares") granted to each of Mr. Jones and Mr. Beekhuizen. The Restricted Shares shall vest one year following the grant date of October 28, 2011. The Restricted Shares will be settled upon termination of board service.
3. GS Group may be deemed to beneficially own 33,348 shares of Common Stock pursuant to the Plan, consisting of (i) 17,168 shares granted to Mr. Jones and (ii) 16,180 shares granted to Mr. Beekhuizen, each in his capacity as a director of the Company. Each of Mr. Jones and Mr. Beekhuizen has an understanding with GS Group pursuant to which he holds such shares for the benefit of GS Group.
4. Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 48,005,519 shares of Common Stock by reason of the beneficial ownership of Common Stock by certain investment limited partnerships of which affiliates of Goldman Sachs and GS Group are the general partner, managing limited partner, managing partner, managing member or member (the "Limited Partnerships"). Goldman Sachs is the investment manager of certain of the Limited Partnerships.
5. Each of the Reporting Person, Mr. Beekhuizen, GS Group and Goldman Sachs disclaims beneficial ownership of all shares of Common Stock in excess of his or its pecuniary interest, if any, and this report shall not be deemed an admission that the Reporting Person, individual or entity, as applicable, is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
/s/ Yvette Kosic, Attorney-in-fact 11/01/2011
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.