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, 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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1. Name and Address of Reporting Person *

Providence Equity Partners V L.L.C.

2. Date of Event Requiring Statement (Month/Day/Year)

10/01/2009

3. Issuer Name and Ticker or Trading Symbol

EDUCATION MANAGEMENT CORPORATION [EDMC]
(Last)
(First)
(Middle)


C/O PROVIDENCE EQUITY PARTNERS INC., 50 KENNEDY PLAZA, 18TH FLOOR

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 Original Filed (Month/Day/Year)

10/01/2009
(Street)

PROVIDENCE, RI 02903
(City)
(State)
(Zip)

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 of Derivative Security: 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





Reporting Owners
Reporting Owner Name / AddressRelationships
Director10% OwnerOfficerOther

Providence Equity Partners V L.L.C.
C/O PROVIDENCE EQUITY PARTNERS INC.
50 KENNEDY PLAZA, 18TH FLOOR
PROVIDENCE, RI 02903

  X  

Providence Equity Partners V, Inc.
C/O PROVIDENCE EQUITY PARTNERS INC.
KENNEDY PLAZA, 18TH FLOOR
PROVIDENCE, RI 02903

  X  

Providence Equity Partners IV Inc.
C/O PROVIDENCE EQUITY PARTNERS INC.
50 KENNEDY PLAZA, 18TH FLOOR
PROVIDENCE, RI 02903

  X  

Explanation of Responses:

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.

(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.

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.

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 TWO PARTS. THIS IS PART 2 OF 2. 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.



Signatures

/s/ Jonathan M. Nelson

02/11/2011
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.


EXHIBIT 99.1
Joint Filer Information

Name and Address of Reporting Person:
Providence Equity Partners V L.P.
 
c/o Providence Equity Partners Inc.
 
50 Kennedy Plaza, 18th Floor
 
Providence, Rhode Island, 02903

Issuer Name and Ticker or Trading Symbol:
Education Management Corporation
 
(EDMC)

Relationship of Joint Filer to Issuer:
10% Owner
 
Date of Earliest Transaction Required to be Reported:
11/29/2010
 
Designated Filer:
Providence Equity Partners V L.L.C.
 

PROVIDENCE EQUITY PARTNERS V L.P.
 
By: Providence Equity GP V L.P., its sole general partner
 
By: Providence Equity Partners V L.L.C., its sole general partner
 
/s/  Jonathan Nelson
   
Name: Jonathan M. Nelson
Title: Class A Member
 
Date: 2/11/2011

 
1

 






Name and Address of Reporting Person:
Providence Equity GP V L.P.
 
c/o Providence Equity Partners Inc.
 
50 Kennedy Plaza, 18th Floor
 
Providence, Rhode Island, 02903

Issuer Name and Ticker or Trading Symbol:
Education Management Corporation
 
(EDMC)

Relationship of Joint Filer to Issuer:
10% Owner
 
Date of Earliest Transaction Required to be Reported:
11/29/2010
 
Designated Filer:
Providence Equity Partners V L.L.C.
 

PROVIDENCE EQUITY GP V L.P.
 
By: Providence Equity Partners V L.L.C., its sole general partner
 
 
 
   
Name: Jonathan M. Nelson
Title: Class A Member
 
Date: 2/11/2011

 
2

 


Name and Address of Reporting Person:
Providence Equity Partners V-A L.P.
 
c/o Providence Equity Partners Inc.
 
50 Kennedy Plaza, 18th Floor
 
Providence, Rhode Island, 02903

Issuer Name and Ticker or Trading Symbol:
Education Management Corporation
 
(EDMC)

Relationship of Joint Filer to Issuer:
10% Owner
 
Date of Earliest Transaction Required to be Reported:
11/29/2010
 
Designated Filer:
Providence Equity Partners V L.L.C.
 


PROVIDENCE EQUITY PARTNERS V-A L.P.
 
By: Providence Equity GP V L.P., its sole general partner
 
By: Providence Equity Partners V L.L.C., its sole general partner
 
/s/  Jonathan M. Nelson
   
Name: Jonathan M. Nelson
Title: Class A Member
 
Date: 2/11/2011


 
3

 


Name and Address of Reporting Person:
Providence Equity Partners IV L.P.
 
c/o Providence Equity Partners Inc.
 
50 Kennedy Plaza, 18th Floor
 
Providence, Rhode Island, 02903

Issuer Name and Ticker or Trading Symbol:
Education Management Corporation
 
(EDMC)

Relationship of Joint Filer to Issuer:
10% Owner
 
Date of Earliest Transaction Required to be Reported:
11/29/2010
 
Designated Filer:
Providence Equity Partners V L.L.C.
 

PROVIDENCE EQUITY PARTNERS IV L.P.
 
By: Providence Equity GP IV L.P., its sole general partner
 
By: Providence Equity Partners IV L.L.C., its sole general partner
 
/s/  Jonathan M. Nelson
 
Name: Jonathan M. Nelson
Title: Class A Member
Date: 2/11/2011

 
4

 




Name and Address of Reporting Person:
Providence Equity GP IV L.P.
 
c/o Providence Equity Partners Inc.
 
50 Kennedy Plaza, 18th Floor
 
Providence, Rhode Island, 02903

Issuer Name and Ticker or Trading Symbol:
Education Management Corporation
 
(EDMC)

Relationship of Joint Filer to Issuer:
10% Owner
 
Date of Earliest Transaction Required to be Reported:
11/29/2010
 
Designated Filer:
Providence Equity Partners V L.L.C.
 

PROVIDENCE EQUITY GP IV L.P.
 
By: Providence Equity Partners IV L.L.C., its sole general partner
 
/s/  Jonathan M. Nelson
 
Name: Jonathan M. Nelson
Title: Class A Member
Date: 2/11/2011

 
5

 




Name and Address of Reporting Person:
Providence Equity Partners IV L.L.C.
 
c/o Providence Equity Partners Inc.
 
50 Kennedy Plaza, 18th Floor
 
Providence, Rhode Island, 02903

Issuer Name and Ticker or Trading Symbol:
Education Management Corporation
 
(EDMC)

Relationship of Joint Filer to Issuer:
10% Owner
 
Date of Earliest Transaction Required to be Reported:
11/29/2010
 
Designated Filer:
Providence Equity Partners V L.L.C.
 

PROVIDENCE EQUITY PARTNERS IV L.L.C.
 
 
/s/  Jonathan M. Nelson
 
Name: Jonathan M. Nelson
Title: Class A Member
Date: 2/11/2011


 
6

 



Name and Address of Reporting Person:
Providence Equity Operating Partners IV L.P.
 
c/o Providence Equity Partners Inc.
 
50 Kennedy Plaza, 18th Floor
 
Providence, Rhode Island, 02903

Issuer Name and Ticker or Trading Symbol:
Education Management Corporation
 
(EDMC)

Relationship of Joint Filer to Issuer:
10% Owner
 
Date of Earliest Transaction Required to be Reported:
11/29/2010
 
Designated Filer:
Providence Equity Partners V L.L.C.
 


PROVIDENCE EQUITY OPERATING PARTNERS IV L.P.
 
By: Providence Equity GP IV L.P., its sole general partners
 
By: Providence Equity Partners IV L.L.C., its sole general partner
 
/s/  Jonathan M. Nelson
 
Name: Jonathan M. Nelson
Title: Class A Member
Date: 2/11/2011


 
7

 


Name and Address of Reporting Person:
PEP EDMC L.L.C.
 
c/o Providence Equity Partners Inc.
 
50 Kennedy Plaza, 18th Floor
 
Providence, Rhode Island, 02903

Issuer Name and Ticker or Trading Symbol:
Education Management Corporation
 
(EDMC)

Relationship of Joint Filer to Issuer:
10% Owner
 
Date of Earliest Transaction Required to be Reported:
11/29/2010
 
Designated Filer:
Providence Equity Partners V L.L.C.
 


  /s/  Jonathan M. Nelson    
Name: Jonathan M. Nelson
Title: Senior Managing Director and Executive Vice President
 
Date: 2/11/2011


 
8

 


Name and Address of Reporting Person:
Jonathan M. Nelson
 
c/o Providence Equity Partners Inc.
 
50 Kennedy Plaza, 18th Floor
 
Providence, Rhode Island, 02903

Issuer Name and Ticker or Trading Symbol:
Education Management Corporation
 
(EDMC)

Relationship of Joint Filer to Issuer:
10% Owner
 
Date of Earliest Transaction Required to be Reported:
11/29/2010
 
Designated Filer:
Providence Equity Partners V L.L.C.
 


  /s/ Jonathan Nelson    
Name: Jonathan Nelson
 
 
Date: 2/11/2011


 
9

 


 
Glenn M. Creamer
Name and Address of Reporting Person:
c/o Providence Equity Partners Inc.
 
50 Kennedy Plaza, 18th Floor
 
Providence, Rhode Island, 02903

Issuer Name and Ticker or Trading Symbol:
Education Management Corporation
 
(EDMC)

Relationship of Joint Filer to Issuer:
10% Owner
 
Date of Earliest Transaction Required to be Reported:
11/29/2010
 
Designated Filer:
Providence Equity Partners V L.L.C.
 


  /s/ Glenn M. Creamer    
Name: Glenn M. Creamer
 
 
Date: 2/11/2011


 
10

 


Name and Address of Reporting Person:
Providence Equity Partners V, Inc.
 
c/o Providence Equity Partners Inc.
 
50 Kennedy Plaza, 18th Floor
 
Providence, Rhode Island, 02903

Issuer Name and Ticker or Trading Symbol:
Education Management Corporation
 
(EDMC)

Relationship of Joint Filer to Issuer:
10% Owner
 
Date of Earliest Transaction Required to be Reported:
11/29/2010
 
Designated Filer:
Providence Equity Partners V L.L.C.
 


/s/ Jonathan Nelson    
Name: Jonathan Nelson
Title: Senior Managing Director and Executive Vice President
 
Date: 2/11/2011



 
11

 


Name and Address of Reporting Person:
Providence Equity Partners IV, Inc.
 
c/o Providence Equity Partners Inc.
 
50 Kennedy Plaza, 18th Floor
 
Providence, Rhode Island, 02903

Issuer Name and Ticker or Trading Symbol:
Education Management Corporation
 
(EDMC)

Relationship of Joint Filer to Issuer:
10% Owner
 
Date of Earliest Transaction Required to be Reported:
11/29/2010
 
Designated Filer:
Providence Equity Partners V L.L.C.
 


/s/ Jonathan Nelson    
Name: Jonathan Nelson
Title: Managing Director and Executive Vice President
 
Date: 2/11/2011







 
12