X0304 4 2011-08-09 1 0000721237 NOBEL LEARNING COMMUNITIES INC NLCI 0001243068 ROSENTHAL MICHAEL J 5847 SAN FELIPE, SUITE 200 HOUSTON TX 77057 1 0 0 0 Common Stock 2011-08-09 4 D 0 12051 11.75 D 0 D Stock Option (Right to Buy) 7.025 2011-08-09 4 D 0 15000 0 D 2014-10-06 Common Stock 15000 0 D Stock Option (Right to Buy) 9.525 2011-08-09 4 D 0 5000 0 D 2015-11-10 Common Stock 5000 0 D Stock Option (Right to Buy) 10.40 2011-08-09 4 D 0 5000 0 D 2016-11-08 Common Stock 5000 0 D Each issued and outstanding share of common stock was, as a result of the consummation of the merger contemplated by the Agreement and Plan of Merger, dated as of May 17, 2011, by and among Nobel Learning Communities Inc., Academic Acquisition Corp.("AAC") and Academic Merger Sub, Inc., a wholly-owned subsidiary of AAC (the "Merger Agreement"), cancelled in exchange for the right to receive a per share amount equal to $11.75 in cash without interest. This option, which vested in three equal annual installments commencing on October 6, 2005, was, as a result of the consummation of the merger contempleted by the Merger Agreement, cancelled in exchange for a cash payment equal to the product of the number of shares subject to such option multiplied by the excess of $11.75 over the exercise price per share of such option. This option, which vested in three equal annual installments commencing on November 10, 2006, was, as a result of the consummation of the merger contempleted by the Merger Agreement, cancelled in exchange for a cash payment equal to the product of the number of shares subject to such option multiplied by the excess of $11.75 over the exercise price per share of such option. This option, which vested in three equal annual installments commencing on November 8, 2007, was, as a result of the consummation of the merger contempleted by the Merger Agreement, cancelled in exchange for a cash payment equal to the product of the number of shares subject to such option multiplied by the excess of $11.75 over the exercise price per share of such option. Bruce Friedman, Attorney in Fact for Michael J. Rosenthal 2011-08-11