0001192482-11-000233.txt : 20110811 0001192482-11-000233.hdr.sgml : 20110811 20110811155405 ACCESSION NUMBER: 0001192482-11-000233 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110809 FILED AS OF DATE: 20110811 DATE AS OF CHANGE: 20110811 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BERNSTEIN GEORGE CENTRAL INDEX KEY: 0001257457 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10031 FILM NUMBER: 111027737 MAIL ADDRESS: STREET 1: C/O NOBEL LEARNING COMMUNITIES INC STREET 2: 1615 WEST CHESTER PIKE STE 200 CITY: WEST CHESTER STATE: PA ZIP: 19382-6223 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: 1231 BUSINESS ADDRESS: STREET 1: 1615 W CHESTER PIKE STREET 2: STE 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 4 1 edgar.xml PRIMARY DOCUMENT X0304 4 2011-08-09 1 0000721237 NOBEL LEARNING COMMUNITIES INC NLCI 0001257457 BERNSTEIN GEORGE 1615 WEST CHESTER PIKE, SUITE 200 WEST CHESTER PA 19382-6223 1 1 0 0 President and Chief Executive Common Stock 2011-08-09 4 D 0 34500 11.75 D 0 D Stock Option (Right to Buy) 4.75 2011-08-09 4 D 0 100000 0 D 2013-07-28 Common Stock 100000 0 D Stock Option (Right to Buy) 7.245 2011-08-09 4 D 0 25000 0 D 2014-11-16 Common Stock 25000 0 D Stock Option (Right to Buy) 9.32 2011-08-09 4 D 0 27000 0 D 2015-09-30 Common Stock 27000 0 D Stock Option (Right to Buy) 10.07 2011-08-09 4 D 0 28000 0 D 2016-09-26 Common Stock 28000 0 D Stock Option (Right to Buy) 14.73 2011-08-09 4 D 0 35000 0 D 2014-09-14 Common Stock 35000 0 D Stock Option (Right to Buy) 15.27 2011-08-09 4 D 0 50000 0 D 2015-09-12 Common Stock 50000 0 D Stock Option (Right to Buy) 9.89 2011-08-09 4 D 0 28000 0 D 2016-09-11 Common Stock 28000 0 D Stock Option (Right to Buy) 6.17 2011-08-09 4 D 0 42000 0 D 2017-09-21 Common Stock 42000 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 July 28, 2004, 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 16, 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 September 30, 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 September 26, 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. This option, which vested in three equal annual installments commencing on September 14, 2008, was, as a result of the consummation of the merger contemplated by the Merger Agreement, cancelled for the right to receive a cash payment equal to the product of the number of shares subject to such option multiplied by $.10. This option, which provided for vesting in three equal annual installments commencing on September 12, 2009, was, as a result of the consummation of the merger contemplated by the Merger Agreement, cancelled for the right to receive a cash payment equal to the product of the number of shares subject to such option multiplied by $.10. This option, which provided for vesting in three equal annual installments commencing on September 11, 2010 was, as a result of the consummation of the merger contemplated by the Merger Agreement, cancelled for the right to receive 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 provided for vesting in three equal annual installments commencing on September 21, 2011, was, as a result of the consummation of the merger contemplated by the Merger Agreement, cancelled for the right to receive 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 George Bernstein 2011-08-11