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^*

Tel Martijn

(Last)

(First)

(Middle)

C/O ARCHIPELAGO LEARNING, INC.

3232 MCKINNEY AVENUE, SUITE 400

(Street)

DALLAS

75204

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Archipelago Learning, Inc. [ ARCL ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/17/2012

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	05/17/2012		D⁽¹⁾		5,250	D	$11.1	0	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)
Stock Option⁽²⁾	$9.97	05/17/2012		D			51,500	⁽³⁾	01/10/2022	Common Stock	51,500	$1.13	0	D
Stock Option⁽²⁾	$10.09	05/17/2012		D			22,000	⁽³⁾	01/10/2021	Common Stock	22,000	$1.01	0	D
Stock Right	⁽⁴⁾	05/17/2012		A		11,939.5		02/24/2015	02/24/2015	Common Stock	11,939.5	$11.1	11,939.5	D
Stock Right	⁽⁴⁾	05/17/2012		D			11,939.5	02/24/2015	02/24/2015	Common Stock	11,939.5	$11.1	0	D

Explanation of Responses:

1. Disposed of pursuant to that certain Agreement and Plan of Merger, dated as of March 3, 2012, by and among Archipelago Learning, Inc. ("Archipelago"), Plato Learning, Inc. and Project Cayman Merger Corp (the "Merger Agreement") on the effective date of the merger in exchange for a cash payment of $11.10 per share of common stock.

2. Pursuant to the Merger Agreement, each outstanding stock option, whether or not vested, was cancelled and converted into the right to receive the option's spread value (i.e., a cash payment equal to the excess, if any, of $11.10 over such option's exercise price).

3. This option provided for vesting in equal installments on each of the first four anniversaries of the date of the grant or in full upon a change of control, including the transactions contemplated by the Merger Agreement.

4. Pursuant to the Merger Agreement, the Reporting Person received the rights to restricted stock units of Archipelago. Each such restricted stock unit would have settled in a share of common stock of Archipelago on February 24, 2015. Under the Merger Agreement, the restricted stock units were cancelled, terminated, and converted into the right of the Reporting Person to receive a payment in cash of $11.10 per restricted stock unit.

	/s/ Martijn Tel	05/17/2012
	** 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).
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