-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WsnxkK+haZYTRt/Y4VniR+PEs/nC5PDgj1yN/oWydbc3Bc2xxVLIN7yjFNeuYMzv ltyiOSA7r1nYiui7X6a5Ew== 0000895345-09-000814.txt : 20091006 0000895345-09-000814.hdr.sgml : 20091006 20091006212909 ACCESSION NUMBER: 0000895345-09-000814 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20091002 FILED AS OF DATE: 20091006 DATE AS OF CHANGE: 20091006 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: EDUCATION MANAGEMENT CORPORATION CENTRAL INDEX KEY: 0000880059 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 251119571 FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 300 SIXTH AVENUE CITY: PITTSBURGH STATE: PA ZIP: 15222 BUSINESS PHONE: 4125620900 MAIL ADDRESS: STREET 1: 300 SIXTH AVE CITY: PITTSBURGH STATE: PA ZIP: 15222 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GS Private Equity Partners 2000 Offshore Holdings, L.P. CENTRAL INDEX KEY: 0001363205 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34466 FILM NUMBER: 091109144 BUSINESS ADDRESS: STREET 1: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GS Private Equity Partners 2000, L.P. CENTRAL INDEX KEY: 0001363112 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34466 FILM NUMBER: 091109146 BUSINESS ADDRESS: STREET 1: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GOLDMAN SACHS & CO CENTRAL INDEX KEY: 0000769993 STATE OF INCORPORATION: NY FISCAL YEAR END: 1127 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34466 FILM NUMBER: 091109153 BUSINESS ADDRESS: STREET 1: 85 BROAD ST STREET 2: C/O GOLDMAN SACHS & CO CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GOLDMAN SACHS GROUP INC CENTRAL INDEX KEY: 0000886982 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34466 FILM NUMBER: 091109145 BUSINESS ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 FORMER NAME: FORMER CONFORMED NAME: GOLDMAN SACHS GROUP INC/ DATE OF NAME CHANGE: 20010104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GS CAPITAL PARTNERS V INSTITUTIONAL, L.P. CENTRAL INDEX KEY: 0001322225 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34466 FILM NUMBER: 091109149 BUSINESS ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 FORMER NAME: FORMER CONFORMED NAME: GS Capital Partners V Institutional L P DATE OF NAME CHANGE: 20050329 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GS CAPITAL PARTNERS V OFFSHORE FUND, L.P. CENTRAL INDEX KEY: 0001359612 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34466 FILM NUMBER: 091109151 BUSINESS ADDRESS: STREET 1: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 FORMER NAME: FORMER CONFORMED NAME: GS CAPITAL PARTNERS V OFFSHORE FUND LP DATE OF NAME CHANGE: 20060417 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GS CAPITAL PARTNERS V FUND, L.P. CENTRAL INDEX KEY: 0001359613 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34466 FILM NUMBER: 091109152 BUSINESS ADDRESS: STREET 1: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 FORMER NAME: FORMER CONFORMED NAME: GS CAPITAL PARTNERS V FUND LP DATE OF NAME CHANGE: 20060417 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GS CAPITAL PARTNERS V GMBH & CO. KG CENTRAL INDEX KEY: 0001359670 STATE OF INCORPORATION: 2M FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34466 FILM NUMBER: 091109150 BUSINESS ADDRESS: STREET 1: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 FORMER NAME: FORMER CONFORMED NAME: GS CAPITAL PARTNERS V GmbH & CO KG DATE OF NAME CHANGE: 20060417 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GOLDMAN SACHS EDMC INVESTORS, L. P. CENTRAL INDEX KEY: 0001367939 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34466 FILM NUMBER: 091109147 BUSINESS ADDRESS: STREET 1: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 FORMER NAME: FORMER CONFORMED NAME: GOLDMAN SACHS EDMC INVESTORS L P DATE OF NAME CHANGE: 20060628 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GSCP V EDMC HOLDINGS, L.P. CENTRAL INDEX KEY: 0001473573 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34466 FILM NUMBER: 091109148 BUSINESS ADDRESS: STREET 1: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 4 1 mg4_gsgroup1ex.xml X0303 4 2009-10-02 0 0000880059 EDUCATION MANAGEMENT CORPORATION EDMC 0000886982 GOLDMAN SACHS GROUP INC 85 BROAD ST NEW YORK NY 10004 0 0 1 0 0000769993 GOLDMAN SACHS & CO 85 BROAD STREET NEW YORK NY 10004 0 0 1 0 0001359613 GS CAPITAL PARTNERS V FUND, L.P. 85 BROAD STREET NEW YORK NY 10004 0 0 1 0 0001359612 GS CAPITAL PARTNERS V OFFSHORE FUND, L.P. 85 BROAD STREET NEW YORK NY 10004 0 0 1 0 0001359670 GS CAPITAL PARTNERS V GMBH & CO. KG 85 BROAD STREET NEW YORK NY 10004 0 0 1 0 0001322225 GS CAPITAL PARTNERS V INSTITUTIONAL, L.P. 85 BROAD ST NEW YORK NY 10004 0 0 1 0 0001473573 GSCP V EDMC HOLDINGS, L.P. 85 BROAD STREET NEW YORK NY 10004 0 0 1 0 0001367939 GOLDMAN SACHS EDMC INVESTORS, L. P. 32 OLD SLIP NEW YORK NY 10005 0 0 1 0 0001363112 GS Private Equity Partners 2000, L.P. 85 BROAD STREET NEW YORK NY 10004 0 0 1 0 0001363205 GS Private Equity Partners 2000 Offshore Holdings, L.P. 85 BROAD STREET NEW YORK NY 10004 0 0 1 0 Common Stock 2009-10-02 4 A 0 5277 0 A 54273978 I See footnotes Common Stock 2009-10-02 4 P 0 1500 22.0387 A 54275478 I See footnotes Common Stock 2009-10-02 4 S 0 1500 20.50 D 54273978 I See footnotes For text of Footnote 1, see Exhibit 99.a. For text of Footnote 2, see Exhibit 99.a. For text of Footnote 3, see Exhibit 99.a. For text of Footnote 4, see Exhibit 99.a. For text of Footnote 5, see Exhibit 99.a. For text of Footnote 6, see Exhibit 99.a. For text of Footnote 7, see Exhibit 99.a. For text of Footnote 8, see Exhibit 99.a. For text of Footnote 9, see Exhibit 99.a. Yvette Kosic, Attorney-in-fact 2009-10-06 Yvette Kosic, Attorney-in-fact 2009-10-06 Yvette Kosic, Attorney-in-fact 2009-10-06 Yvette Kosic, Attorney-in-fact 2009-10-06 Yvette Kosic, Attorney-in-fact 2009-10-06 Yvette Kosic, Attorney-in-fact 2009-10-06 Yvette Kosic, Attorney-in-fact 2009-10-06 Yvette Kosic, Attorney-in-fact 2009-10-06 Yvette Kosic, Attorney-in-fact 2009-10-06 Yvette Kosic, Attorney-in-fact 2009-10-06 EX-99.A 2 gsgroup1-99_a.htm

Exhibit 99.a.

1. This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), GS Capital Partners V Fund, L.P. (“GSCP V”), GS Capital Partners V Offshore Fund, L.P. (“GSCP V Offshore”), GS Capital Partners V Institutional, L.P. (“GSCP V Institutional”), GS Capital Partners V GmbH & Co. KG (“GSCP V GmbH”), GSCP V EDMC Holdings, L.P. (“GSCP V EDMC”, and together with GSCP V, GSCP V Offshore, GSCP V Institutional, GSCP V GmbH, the “Goldman Sachs Capital Partners Funds”), Goldman Sachs EDMC Investors, L.P. (“GS EDMC Investors LP”), GS Private Equity Partners 2000, L.P. (“GS PEP 2000”), GS Private Equity Partners 2000 Offshore Holdings, L.P. (“GS PEP 2000 Offshore”), GS Private Equity Partners 2000 – Direct Investment Fund, L.P. (“GS PEP 2000 Direct”), GS Private Equity Partners 2002, L.P. (“GS PEP 2002”), GS Private Equity Partners 2002 Offshore Holdings, L.P. (“GS PEP 2002 Offshore”), GS Private Equity Partners 2002 – Direct Investment Fund, L.P. (“GS PEP 2002 Direct”), GS Private Equity Partners 2002 Employee Fund, L.P. (“GS PEP 2002 Employee”), Goldman Sachs Private Equity Partners 2004, L.P. (“GS PEP 2004”), Goldman Sachs Private Equity Partners 2004 Offshore Holdings, L.P. (“GS PEP 2004 Offshore”), Multi-Strategy Holdings, L.P. (“Multi-Strategy LP”), Goldman Sachs Private Equity Partners 2004 – Direct Investment Fund, L.P. (“GS PEP 2004 Direct”), Goldman Sachs Private Equity Partners 2004 Employee Fund, L.P. (“GS PEP 2004 Employee” and, together with GS PEP 2000, GS PEP 2000 Offshore, GS PEP 2000 Direct, GS PEP 2002, GS PEP 2002 Offshore, GS PEP 2002 Direct, GS PEP 2002 Employee, GS PEP 2004, GS PEP 2004 Offshore, Multi-Strategy LP, GS PEP 2004 Direct, the “GS Private Equity Partners Funds” and, together with the Goldman Sachs Capital Partners Funds and GS EDMC Investors LP, the “GS Funds”), GSCP V Advisors, L.L.C. (“GSCP V Advisors”), GSCP V Offshore Advisors, L.L.C. (“GSCP V Offshore Advisors”), Goldman, Sachs Management GP GmbH (“GS Management GmbH”), GS Advisors V, L.L.C. (“GS Advisors V”), GSCP V EDMC GP, L.L.C. (“GSCP V EDMC GP”), GS EDMC Advisors, L.L.C. (“GS EDMC Advisors”), GS PEP 2000 Advisors, L.L.C. (“PEP 2000 LLC”), GS PEP 2000 Offshore Holdings Advisors, Inc. (“PEP 2000 Offshore Inc.”), GS PEP 2000 Direct Investment Advisors, L.L.C. (“PEP 2000 Direct LLC”), GS PEP 2002 Advisors, L.L.C. (“PEP 2002 LLC”), GS PEP 2002 Offshore Holdings Advisors, Inc. (“PEP 2002 Offshore Inc.”), GS PEP 2002 Direct Investment Advisors, L.L.C. (“PEP 2002 Direct LLC”), GS PEP 2002 Employee Funds GP, L.L.C. (“PEP 2002 Employee LLC”), Goldman Sachs PEP 2004 Advisors, L.L.C. (“PEP 2004 LLC”), Goldman Sachs PEP 2004 Offshore Holdings Advisors, Inc. (“PEP 2004 Offshore Inc.”), Multi-Strategy Holdings Offshore Advisors, Inc. (“Multi-Strategy Advisors Inc.”), Goldman Sachs PEP 2004 Direct Investment Advisors, L.L.C. (“PEP 2004 Direct LLC”), Goldman Sachs PEP 2004 Employee Funds GP, L.L.C. (“PEP 2004 Employee LLC” and, together with GSCP V Advisors, GSCP V Offshore Advisors, GS Management GmbH, GS Advisors V, GSCP V EDMC GP, GS EDMC Advisors, PEP 2000 LLC, PEP 2000 Offshore Inc., PEP 2000 Direct LLC, PEP 2002 LLC, PEP 2002 Offshore Inc., PEP 2002 Direct LLC, PEP 2002 Employee LLC, PEP 2004 LLC, PEP 2004 Offshore Inc., Multi-Strategy Advisors Inc., PEP 2004 Direct LLC, GS Group, Goldman Sachs, the GS Funds, the "Reporting Persons").

2. Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in quadruplicate.

3. GS Group may be deemed to beneficially own 5,277 shares of Education Management Corporation (the “Company”) common stock, par value $0.01 per share (“Common Stock”) pursuant to the Company’s 2009 Omnibus Long -Term Incentive Plan, consisting of (i) 2,222 shares of Common Stock and (ii) 3,005 restricted shares (the “Restricted Shares”), in each case granted to Adrian M. Jones, a managing director of Goldman Sachs, in his capacity as a director of the Company. Mr. Jones has an understanding with GS Group pursuant to which such shares are held for the benefit of the GS Group. The Restricted Shares vest one year following the grant date of October 2, 2009 and settle upon termination of board service.

4. Reflects the purchase of 1,500 shares of Common Stock of the Company by Goldman Sachs at a weighted average purchase price of $22.0387 per share, at prices ranging from $22.01 to $22.07 per share. Goldman Sachs will provide, upon request by the staff of the Securities and Exchange Commission, the Company, or a security holder of the Company, full information regarding the number of shares purchased at each separate price.

5. The securities reported herein as indirectly purchased and sold were beneficially owned directly by Goldman Sachs. Without admitting any legal obligation, Goldman Sachs will remit appropriate profits, if any, to the Company.

6. Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 54,268,701 shares of Common Stock through the GS Funds, of which affiliates of GS Group and Goldman Sachs are the general partner, managing limited partner, managing partner, managing member or member. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group. Goldman Sachs is the investment manager for certain of the GS Funds.

7. GSCP V beneficially owns directly and its general partner GSCP V Advisors may be deemed to beneficially own indirectly 21,118,597 shares of Common Stock. GSCP V Offshore beneficially owns directly and its general partner GSCP V Offshore Advisors may be deemed to beneficially own indirectly 10,908,983 shares of Common Stock. GSCP V Institutional beneficially owns directly and its general partner GS Advisors V may be deemed to beneficially own indirectly 7,241,856 shares of Common Stock. GSCP V GmbH beneficially owns directly and its general partner GS Management GmbH may be deemed to beneficially own indirectly 837,284 shares of Common Stock. GSCP V EDMC beneficially owns directly and its general partner GSCP V EDMC GP may be deemed to beneficially own indirectly 740,881 shares of Common Stock. GS EDMC Investors LP beneficially owns directly and its general partner GS EDMC Advisors may be deemed to beneficially own indirectly 7,157,920 shares of Common Stock. GS PEP 2000 beneficially owns directly and its general partner PEP 2000 LLC may be deemed to beneficially own indirectly 1,914,413 shares of Common Stock. GS PEP 2000 Offshore beneficially owns directly and its general partner PEP 2000 Offshore Inc. may be deemed to beneficially own indirectly 673,856 shares of Common Stock. GS PEP 2000 Direct beneficially owns directly and its general partner PEP 2000 Direct LLC may be deemed to beneficially own indirectly 743,493 shares of Common Stock.

8. GS PEP 2002 beneficially owns directly and its general partner PEP 2002 LLC may be deemed to beneficially own indirectly 266,883 shares of Common Stock. GS PEP 2002 Offshore beneficially owns directly and its general partner PEP 2002 Offshore Inc. may be deemed to beneficially own indirectly 1,027,940 shares of Common Stock. GS PEP 2002 Direct beneficially owns directly and its general partner PEP 2002 Direct LLC may be deemed to beneficially own indirectly 231,961 shares of Common Stock. GS PEP 2002 Employee beneficially owns directly and its general partner PEP 2002 Employee LLC may be deemed to beneficially own indirectly 118,016 shares of Common Stock. GS PEP 2004 beneficially owns directly and its general partner PEP 2004 LLC may be deemed to beneficially own indirectly 83,005 shares of Common Stock. GS PEP 2004 Offshore beneficially owns directly and its general partner PEP 2004 Offshore Inc. may be deemed to beneficially own indirectly 539,998 shares of Common Stock. Multi-Strategy, LP beneficially owns directly and its general partner Multi-Strategy Advisors Inc. may be deemed to beneficially own indirectly 154,772 shares of Common Stock. GS PEP 2004 Direct beneficially owns directly and its general partner PEP 2004 Direct LLC may be deemed to beneficially own indirectly 372,981 shares of Common Stock. GS PEP 2004 Employee beneficially owns directly and its general partner PEP 2004 Employee LLC may be deemed to beneficially own indirectly 135,862 shares of Common Stock.

9. The Reporting Persons disclaim beneficial ownership of all shares of Common Stock in excess of their pecuniary interest, if any, and this report shall not be deemed an admission that any such entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

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