-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F0ml2Z7rtd8ix/BwygMBke74oWzTS5UhQVZm4I490St1HSekMdnIXPyoye+8pSur RQs/wAVOY7kvjA26Ezaw0A== 0000721237-06-000005.txt : 20060717 0000721237-06-000005.hdr.sgml : 20060717 20060717143930 ACCESSION NUMBER: 0000721237-06-000005 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060714 FILED AS OF DATE: 20060717 DATE AS OF CHANGE: 20060717 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NOBEL LEARNING COMMUNITIES INC CENTRAL INDEX KEY: 0000721237 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 222465204 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 1615 WEST CHESTER PIKE STREET 2: SUITE 200 CITY: WEST CHESTER STATE: PA ZIP: 19382-6223 BUSINESS PHONE: 484-947-2000 MAIL ADDRESS: STREET 1: 1615 W CHESTER PIKE STREET 2: STE 200 CITY: WEST CHESTER STATE: PA ZIP: 19382-6223 FORMER COMPANY: FORMER CONFORMED NAME: NOBEL EDUCATION DYNAMICS INC DATE OF NAME CHANGE: 19931222 FORMER COMPANY: FORMER CONFORMED NAME: ROCKING HORSE CHILD CARE CENTERS OF AMERICA INC /DE/ DATE OF NAME CHANGE: 19931222 FORMER COMPANY: FORMER CONFORMED NAME: PETRIE CORP DATE OF NAME CHANGE: 19851031 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JOHNSTON RICHARD M CENTRAL INDEX KEY: 0001211913 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10031 FILM NUMBER: 06964669 BUSINESS ADDRESS: STREET 1: ONE SOUTH STREET STREET 2: SUITE 2150 CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4108953800 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HUGHES DONALD W CENTRAL INDEX KEY: 0001211899 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10031 FILM NUMBER: 06964670 BUSINESS ADDRESS: STREET 1: ONE SOUTH STREET STREET 2: SUITE 2150 CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4108953800 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WARNOCK DAVID L CENTRAL INDEX KEY: 0001025664 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10031 FILM NUMBER: 06964671 BUSINESS ADDRESS: STREET 1: ONE SOUTH STREET STREET 2: SUITE 2150 CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4108953800 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CAMDEN PARTNERS STRATEGIC FUND II A LP CENTRAL INDEX KEY: 0001157600 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10031 FILM NUMBER: 06964672 BUSINESS ADDRESS: STREET 1: C/O CAMDEN PARTNERS INC STREET 2: 1 SOUTH STREET SUITE 2150 CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-895-3800 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CAMDEN PARTNERS STRATEGIC II LLC CENTRAL INDEX KEY: 0001160267 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10031 FILM NUMBER: 06964673 BUSINESS ADDRESS: STREET 1: C/O CAMDEN PARTNERS INC STREET 2: 1 SOUTH STREET SUITE 2150 CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-895-3800 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BERKELEY RICHARD M CENTRAL INDEX KEY: 0001211905 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10031 FILM NUMBER: 06964674 BUSINESS ADDRESS: STREET 1: ONE SOUTH STREET STREET 2: SUITE 2150 CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4108953800 4 1 primary_doc.xml PRIMARY DOCUMENT X0202 4 2006-07-14 0 0000721237 NOBEL LEARNING COMMUNITIES INC NLCI 0001160267 CAMDEN PARTNERS STRATEGIC II LLC 0 0 0 1 See Footnote 6/General Remarks 0001157600 CAMDEN PARTNERS STRATEGIC FUND II A LP 0 0 0 1 See Footnote 6/General Remarks 0001025664 WARNOCK DAVID L 1 0 0 0 0001211899 HUGHES DONALD W 0 0 0 1 See Footnote 6/General Remarks 0001211913 JOHNSTON RICHARD M 0 0 0 1 See Footnote 6/General Remarks 0001211905 BERKELEY RICHARD M 0 0 0 1 See Footnote 6/General Remarks Series E Convertible Preferred Stock, #.001 par value 0 2006-07-13 4 J 0 19143 A 2006-07-13 Common Stock, $.001 par value 19143 1550666 I See Footnote 6 and General Remarks Represents shares of Series E Convertible Preferred Stock of the Issuer (the "Series E Stock") distributed to the reporting persons as in-kind dividends on shares of Series E Stock held by the reporting persons. Consists of 18,072 shares of Series E Stock of which CPS Fund II-A is the direct beneficial owner and 1,071 shares of Series E Stock of which CPS Fund II-B is the direct beneficial owner. N/A Consists of 18,072 shares of Series E Stock of which CPS Fund II-A is the direct beneficial owner and 1,071 shares of Series E Stock of which CPS Fund II-B is the direct beneficial owner. Consists of 1,463,836 shares of Series E Stock owned by CPS Fund II-A and 86,830 shares of Series E Stock owned by CPS Fund II-B. CPS Fund II-A and CPS Fund II-B are direct beneficial owners of the reported securities. By virtue of the relationships described in General Remarks of this Form 4, CPS II and each of the Managing Members may be deemed to be indirect beneficial owners of the reported securities. CPS II and each of the Managing Members disclaims beneficial ownership of any of the Issuer's securities held by CPS Fund II-A and CPS Fund II-B, except to the extent of his or its indirect pecuniary interest therein. This Form 4 is being filed jointly by Camden Partners Strategic II, LLC ("CPS II"), Camden Partners Strategic Fund II-A, L.P. ("CPS Fund II-A") and Camden Partners Strategic Fund II-B, L.P. ("CPS Fund II-B"), and Messrs. David L. Warnock, Donald W. Hughes, Richard M. Johnston, and Richard M. Berkeley (collectively, the "Managing Members"). CPS II is the sole general partner of each of CPS Fund II-A and CPS Fund II-B. Messrs. Warnock, Hughes, Johnston and Berkeley are managing members of CPS II. Mr. Warnock is a director of Nobel Learning Communities, Inc. (the "Issuer") as the designee of CPS Fund II-A and CPS Fund II-B. Donald W. Huges 2006-07-13 -----END PRIVACY-ENHANCED MESSAGE-----