SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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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^*

VSS-Cambium Holdings III, LLC

(Last)

(First)

(Middle)

C/O VERONIS SUHLER STEVENSON

55 EAST 52ND STREET, 33RD FLOOR

(Street)

NEW YORK

10055

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CAMBIUM LEARNING GROUP, INC. [ ABCD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/11/2011

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.001 per share	08/11/2011		X		7,246,376⁽¹⁾⁽²⁾	A	$2.76⁽¹⁾⁽²⁾	31,584,400	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Subscription Rights (right to buy)	$2.76⁽¹⁾⁽²⁾	08/11/2011		X⁽¹⁾⁽²⁾			7,246,376⁽¹⁾⁽²⁾	12/08/2009	12/08/2011	Common stock, par value $0.001 per share	7,246,376⁽¹⁾⁽²⁾	$0⁽¹⁾⁽²⁾	0	D

Explanation of Responses:

1. On August 11, 2011, VSS-Cambium Holdings III, LLC, a Delaware limited liability company (the "Reporting Person"), exercised its subscription rights to purchase 7,246,376 shares of common stock, par value $0.001 per share ("Common Stock"), of Cambium Learning Group, Inc., a Delaware corporation (the "Company"), at a purchase price of $2.76 per share, or an aggregate purchase price of $19,999,997.76. The subscription rights were granted to the Reporting Person under the Stockholders Agreement, dated as of December 8, 2009, and amended on April 12, 2011 (the "Stockholders Agreement"), by and among the Company, the Reporting Person and Vowel Representative, LLC, as Stockholders' Representative, entered into in connection with the mergers of Voyager Learning Company and VSS-Cambium Holdings II Corp. completed on December 8, 2009.

2. In accordance with the Stockholders Agreement, the number of shares of Common Stock subject to the subscription rights was equal to the lesser of (i) 7,500,000 shares of Common Stock and (ii) the number of shares of Common Stock that may be purchased for an aggregate purchase price of $20,000,000 based upon a per-share purchase price equal to 90% of the volume-weighted average price of the Common Stock measured over the ten-trading-day period immediately preceding the issuance and sale of the shares of Common Stock.

Remarks:

	/s/ VSS-Cambium Holdings III, LLC By: Steven E. Siesser, Esq., Attorney-in-Fact	08/15/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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