SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Providence Equity Partners V L.L.C. (Last) (First) (Middle) C/O PROVIDENCE EQUITY PARTNERS INC. 50 KENNEDY PLAZA, 18TH FLOOR (Street) PROVIDENCE RI 02903 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/01/2009	3. Issuer Name and Ticker or Trading Symbol EDUCATION MANAGEMENT CORPORATION [ EDMC ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year) 10/01/2009
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	40,847,599	I	See footnotes(1)(2)(3)(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Providence Equity Partners V L.L.C. (Last) (First) (Middle) C/O PROVIDENCE EQUITY PARTNERS INC. 50 KENNEDY PLAZA, 18TH FLOOR (Street) PROVIDENCE RI 02903 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Providence Equity Partners V L P (Last) (First) (Middle) 50 KENNEDY PLAZA (Street) PROVIDENCE RI 02903 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Providence Equity GP V L.P. (Last) (First) (Middle) C/O PROVIDENCE EQUITY PARTNERS INC. 50 KENNEDY PLAZA, 18TH FLOOR (Street) PROVIDENCE RI 02903 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Providence Equity Partners V-A L P (Last) (First) (Middle) 50 KENNEDY PLAZA (Street) PROVIDENCE RI 02903 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* PROVIDENCE EQUITY PARTNERS IV LP (Last) (First) (Middle) 50 KENNEDY PLAZA 18TH FLOOR (Street) PROVIDENCE RI 02903 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Providence Equity GP IV L.P. (Last) (First) (Middle) 50 KENNEDY PLAZA 18TH FLOOR (Street) PROVIDENCE RI 02903 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Providence Equity Partners IV, L.L.C. (Last) (First) (Middle) 50 KENNEDY PLAZA 18TH FLOOR (Street) PROVIDENCE RI 02903 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* PEP EDMC L.L.C. (Last) (First) (Middle) C/O PROVIDENCE EQUITY PARTNERS INC. 50 KENNEDY PLAZA, 18TH FLOOR (Street) PROVIDENCE RI 02903 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* NELSON JONATHAN M (Last) (First) (Middle) C/O PROVIDENCE EQUITY PARTNERS INC. 50 KENNEDY PLAZA, 18TH FLOOR (Street) PROVIDENCE RI 02903 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CREAMER GLENN M (Last) (First) (Middle) C/O PROVIDENCE EQUITY PARTNERS INC. 50 KENNEDY PLAZA, 18TH FLOOR (Street) PROVIDENCE RI 02903 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Representing: (i) 32,317,772 shares of common stock are directly held by Providence Equity Partners V L.P. ("PEP V"); (ii) 5,104,728 shares of common stock are directly held by Providence Equity Partners V-A L.P. ("PEP V-A"); (iii) 2,675,590 shares of common stock are directly held by Providence Equity Partners IV L.P. ("PEP IV"); (iv) 8,629 shares of common stock are directly held by Providence Equity Operating Partners IV L.P. ("PEOP IV"); and (v) 740,880 shares of common stock are directly held by PEP EDMC L.L.C.

2. (i) Providence Equity GP V L.P. ("PEP GP V"), as general partner of PEP V and PEP V-A; (ii) Providence Equity Partners V, L.L.C. ("PEP V LLC") as general partner of PEP GP V; (iii) Providence Equity GP IV L.P. ("PEP GP IV"), as general partner of PEP IV and PEOP IV; (iv) PEP V, PEP V-A, PEP IV and PEOP IV as the members of PEP EDMC L.L.C.; and (v) Providence Equity Partners IV L.L.C. ("PEP IV LLC") as general partner of PEP GP IV, may be deemed to indirectly own the securities described in footnote (1) above. Each of PEP GP V, PEP V LLC, PEP GP IV, PEP IV LLC, PEP V, PEP V-A, PEP IV and PEOP IV disclaims indirect beneficial ownership except to the extent of each of their respective pecuniary interests therein.

3. Messrs. Jonathan Nelson, Glenn Creamer and Paul Salem each are: (i) partners of PEP GP V and PEP GP IV; and (ii) members of PEP V LLC and PEP IV LLC, and may be deemed to share beneficial ownership of shares owend by PEP V, PEP V-A, PEP IV, PEOP IV and PEP EDMC LLC. Messrs. Nelson, Creamer and Salem are also the indirect beneficial owners of: (i) Providence Equity Partners V, Inc. ("PEP V, Inc."), the investment manager for PEP V; and (ii) Providence Equity Partners IV, Inc. ("PEP IV, Inc."), the investment manager for PEP IV. Each of Messrs. Nelson, Creamer and Salem, PEP V, Inc. and PEP IV, Inc. disclaims these beneficial ownerships, except to the extent of such parties' respective pecuniary interests therein.

4. See Exhibit 99.1, incorporated by reference herein.

Remarks:

DUE TO THE TECHNICAL LIMITATION IN THE NUMBER OF REPORTING PERSONS INCLUDED IN ONE FILING, THIS FORM 3/A IS BEING FILED IN THREE PARTS. THIS IS PART 1 OF 3. This amendment to the Form 3 originally filed on October 1, 2009 (the "Original Filing") is being made to include reference to Messrs. Nelson and Creamer who were omitted from the Original Filing and to correct certain rounding errors: PEP V-A, L.P. had previously been reported as holding 5,104,729 shares, PEOP IV had previously been reported as holding 8,630 shares and PEP EDMC had previously been reported as holding 740,880 shares and, as such, the total beneficial ownership in the original filing reflected three additional shares not owned beneficially owned by the Reporting Persons. The Reporting Persons may be deemed to constitute a "group" for the purpose of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended. The filing of this report shall not be construed as an admission that the Reporting Persons are a group.

	/s/ Jonathan M. Nelson	02/11/2011
	** Signature of Reporting Person	Date
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