X0202 4 2004-08-27 0 0000721237 NOBEL LEARNING COMMUNITIES INC NLCI 0001160267 CAMDEN PARTNERS STRATEGIC II LLC 1 0 0 0 Series E Convertible Preferred Stock, $.001 par value 0 2004-08-27 4 J 0 17332 0 A 2004-08-27 Common Stock, $.001 par value 17332 1403979 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 16,362 shares of Series E Stock of which CPS Fund II-A is the direct beneficial owner and 970 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 16,362 shares and 970 shares respectively of the Issuer's common stock. Consists of 1,325,359 shares of Series E Stock owned by CPS Fund II-A and 78,620 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 helf 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. Hughes 2004-08-30