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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
GOLDMAN SACHS GROUP INC 200 WEST STREET NEW YORK, NY 10282 |
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GOLDMAN SACHS & CO 200 WEST STREET NEW YORK, NY 10282 |
/s/ Kevin P. Treanor, Attorney-in-fact | 11/13-05:00/2013 | |
**Signature of Reporting Person | Date | |
/s/ Kevin P. Treanor, Attorney-in-fact | 11/13-05:00/2013 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group") and Goldman, Sachs & Co. ("Goldman Sachs" and together with GS Group, the "Reporting Persons"). Goldman Sachs is a wholly-owned subsidiary of GS Group. |
(2) | The 10,988 shares of common stock, par value $0.01 per share ("Common Stock"), of Education Management Corporation (the "Company") were granted to Adrian M. Jones, a managing director of Goldman Sachs, in his capacity as a director of the Company, pursuant to the Omnibus Long -Term Incentive Plan (the "Plan"). The 10,988 shares consist of (i) 3,139 shares of Common Stock and (ii) 7,849 restricted shares (the "Restricted Shares") granted to Mr. Jones. The Restricted Shares shall vest one year following the grant date of November 8, 2013. |
(3) | GS Group may be deemed to beneficially own 85,245 shares of Common Stock pursuant to the Plan, including 56,944 shares granted to Mr. Jones in his capacity as a director of the Company. Mr. Jones has an understanding with GS Group pursuant to which he holds such shares for the benefit of GS Group. |
(4) | Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 54,268,699 shares of Common Stock through certain investment limited partnerships, of which affiliates of GS Group and Goldman Sachs are the general partner, managing limited partner, managing partner, managing member or member (the "GS Funds"). Goldman Sachs is the investment manager for certain of the GS Funds. |
(5) | Each of the Reporting Persons and Mr. Jones disclaims 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 or individual, as applicable, 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. |