X0202 4 2005-07-14 0 0000721237 NOBEL LEARNING COMMUNITIES INC NLCI 0001160267 CAMDEN PARTNERS STRATEGIC II LLC 0 0 0 1 See General Remarks 0001157600 CAMDEN PARTNERS STRATEGIC FUND II A LP 0 0 0 1 See General Remarks 0001211897 CAMDEN PARTNERS STRATEGIC FUND II B LP 0 0 0 1 See General Remarks 0001025664 WARNOCK DAVID L 1 0 0 0 0001211899 HUGHES DONALD W 0 0 0 1 See General Remarks 0001211913 JOHNSTON RICHARD M 0 0 0 1 See General Remarks 0001211905 BERKELEY RICHARD M 0 0 0 1 See General Remarks Series E Convertible Preferred Stock $.001 par value 0 2005-07-14 4 J 0 18216 0 A 2005-07-14 Common Stock, $.001 Par value 18216 1475502 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 17,196 shares of Series E Stock of which CPS Fund II-A is the direct beneficial owner and 1,020 Shares of Series E Stock of which CPS Fund II-B is the direct beneficial owner. N/A The indicated shares of Series E Stock held by CPS Fund II-A and CPS Fund II-B are currently convertible into 17,196 shares and 1,020 shares, respectively, of the Issuer's common stock. Consists of 1,392,878 shares of Series E Stock owned by CPS Fund II-A and 82,624 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. Huges, Richard M. Johnston, and Richard M. Berkeley (collectively the "Managing Members"). CPS II is the sole genberal 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. Hughes 2005-07-14