X0201 42003-06-300 0000721237 NOBEL LEARNING COMMUNITIES INC NLCI 0001160267 CAMDEN PARTNERS STRATEGIC II LLC One South StreetSuite 2150BaltimoreMD212020001See General Remarks 0001157600 CAMDEN PARTNERS STRATEGIC FUND II A LP One South StreetSuite 2150BaltimoreMD212020011See General Remarks 0001211897 CAMDEN PARTNERS STRATEGIC FUND II B LP One South StreetSuite 2150BaltimoreMD212020001See General Remarks 0001025664 WARNOCK DAVID L One South StreetSuite 2150BaltimoreMD212021001See General Remarks 0001211899 HUGHES DONALD W One South StreetSuite 2150BaltimoreMD212020001See General Remarks 0001211913 JOHNSTON RICHARD M One South StreetSuite 2150BaltimoreMD212020001See General Remarks 0001211905 BERKELEY RICHARD M ONE SOUTH STREET SUITE 2150 BALTIMORE MD 21202 0001See General RemarksSeries E Convertible Preferred Stock, $.001 par value4.50002003-06-304J02592.00000A2003-06-30Common Stock, $.001 par value2592.00001335925.0000ISee Footnote 6 and General RemarksSeries E Convertible Preferred Stock, $.001 par value4.50002003-09-304J016698.00000A2003-09-30Common Stock, $.001 par value16698.00001352623.0000ISee Footnote 6 and General RemarksSeries E Convertible Preferred Stock, $.001 par value4.50002003-12-314J016906.00000A2003-12-31Common Stock, $.001 par value16906.00001369529.0000ISee Footnote 6 and General RemarksRepresents 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 2,447 shares of Series E Stock of which CPS Fund II-A is the direct beneficial owner and 145 shares of Series E Stock of which CPS Fund II-B is the direct beneficial owner.N/AThe indicated shares of Series E Stock held by CPS Fund II-A and CPS Fund II-B are currently convertible into 2,447 shares and 145 shares, respectively, of the Issuer's common stock.Consists of 1,261,114 shares of Series E Stock owned by CPS Fund II-A and 74,811 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.Consists of 15,763 shares of Series E Stock of which CPS Fund II-A is the direct beneficial owner and 935 shares of Series E Stock of which CPS Fund II-B is the direct beneficial owner.The indicated shares of Series E Stock held by CPS Fund II-A and CPS Fund II-B are currently convertible into 15,763 shares and 935 shares, respectively, of the Issuer's common stock.Consists of 1,276,877 shares of Series E Stock owned by CPS Fund II-A and 75,746 shares of Series E Stock owned by CPS Fund II-B.Consists of 15,960 shares of Series E Stock of which CPS Fund II-A is the direct beneficial owner and 946 shares of Series E Stock of which CPS Fund II-B is the direct beneficial owner.The indicated shares of Series E Stock held by CPS Fund II-A and CPS Fund II-B are currently convertible into 15,960 shares and 946 shares, respectively, of the Issuer's common stock.Consists of 1,292,837 shares of Series E Stock owned by CPS Fund II-A and 76,692 shares of Series E Stock owned by CPS Fund II-B.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 Secretary and Managing Member2004-01-05