X0306 4 2013-02-21 0 0001466815 CAMBIUM LEARNING GROUP, INC. ABCD 0001450256 Weiner Neil C/O CAMBIUM LEARNING GROUP, INC. 17855 N. DALLAS PARKWAY, SUITE 400 DALLAS TX 75287 1 0 0 0 Common Stock, $0.001 par value per share 2013-02-21 4 A 0 25000 A 49030 D Common Stock, $0.001 par value per share 1557599 I By Foxhill Opportunity Fund, L.P. and other partnerships and investment accounts On February 21, 2013 (the "Grant Date"), Neil Weiner (the "Reporting Person") was awarded 25,000 restricted shares of common stock, par value $0.001 per share ("Common Stock"), of Cambium Learning Group, Inc. (the "Company") in consideration of his services as a director of the Company. These restricted shares were granted to the Reporting Person pursuant and subject to the Company's 2009 Equity Incentive Plan. All of these 25,000 shares vest one year from the Grant Date. Neil Weiner (the "Reporting Person"), as the managing member of Foxhill Capital Partners, LLC (which is the investment manager of Foxhill Domestic Fund) and the managing member of Foxhill Capital (GP), LLC (which is the general partner of Foxhill Domestic Fund), may be deemed to beneficially own the shares of Common Stock held by Foxhill Domestic Fund for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Reporting Person's interest in the shares of Common Stock held by Foxhill Domestic Fund is limited to the extent of his respective pecuniary interest, if any, in Foxhill Domestic Fund. /s/ Neil Weiner By: Todd W. Buchardt, Esq., Attorney-in-Fact 2013-02-27