EDUCATION MANAGEMENT CORPORATION Form 4 Filed 2013-11-13

FORM 4

☐	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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. Issuer Name and Ticker or Trading Symbol
EDUCATION MANAGEMENT CORPORATION [EDMC]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/08/2013

(Street)

PROVIDENCE, RI 02903

(City)

(State)

(Zip)

4. If Amendment, Date Original Filed(Month/Day/Year)

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 Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share	11/08/2013		J⁽¹⁾		10,988	A	⁽¹⁾	40,939,511	I	See Footnote⁽²⁾⁽³⁾⁽⁴⁾
Common Stock, par value $0.01 per share	11/08/2013		J⁽¹⁾		10,988	A	⁽¹⁾	40,950,499	I	See Footnote⁽²⁾⁽³⁾⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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 Securities Underlying Derivative Security (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)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Providence Equity Partners V L.L.C. C/O PROVIDENCE EQUITY PARTNERS L.L.C. 50 KENNEDY PLAZA, 18TH FLOOR PROVIDENCE, RI 02903		X
PROVIDENCE EQUITY OPERATING PARTNERS IV LP 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:

1.	On the Transaction Date, and pursuant to the Omnibus Stock Option Plan: (i) Paul J. Salem was granted 7,849 restricted shares of common stock and 3,139 shares of common stock; and (ii) Peter Osgood Wilde, Jr. was granted 7,849 restricted shares of common stock and 3,139 shares of common stock, each as nominees for PEP LLC.
2.	Representing: (i) 32,317,772 shares of common stock directly held by Providence Equity Partners V L.P. ("PEP V"); (ii) 5,104,728 shares of common stock directly held by Providence Equity Partners V-A L.P. ("PEP V-A"); (iii) 2,675,590 shares of common stock directly held by Providence Equity Partners IV L.P. ("PEP IV"); (iv) 8,629 shares of common stock directly held by Providence Equity Operating Partners IV L.P. ("PEOP IV"); (v) 740,880 shares of common stock directly held by PEP EDMC L.L.C. ("PEP EDMC"); (vi) 34,688 shares of common stock directly held by Mr. Salem as nominee for PEP LLC; (vii) 34,688 shares of common stock directly held by Mr. Wilde as nominee for PEP LLC; and (viii) 28,814 shares of common stock directly held by PEP LLC.
3.	Certain Reporting Persons may be deemed to indirectly own the securities listed above as follows: (a) Providence Equity GP V L.P. ("PEP GP V"), as general partner of PEP V and PEP V-A; (b) Providence Equity Partners V L.L.C. ("PEP V LLC") as general partner of PEP GP V; (c) Providence Equity GP IV L.P. ("PEP GP IV"), as general partner of PEP IV and PEOP IV; (d) PEP V, PEP V-A, PEP IV and PEOP IV as the members of PEP EDMC L.L.C.; (e) Providence Equity Partners IV L.L.C. ("PEP IV LLC") as general partner of PEP GP IV; (f) Providence Equity Partners V Inc. ("PEP V Inc.") as the former investment manager of PEP V; (g) Providence Equity Partners IV Inc. ("PEP IV Inc.") as the former investment manager of PEP IV; and (h) PEP LLC, as management company to PEP V, PEP V-A, PEP IV and PEOP IV. Each of PEP GP V, PEP V LLC, PEP GP IV, PEP IV LLC, PEP V, PEP V-A, PEP IV, PEOP IV, PEP V Inc., PEP IV Inc. and PEP LLC disclaims indirect beneficial ownership except to the extent of each of their
4.	respective pecuniary interests therein. Messrs. Jonathan Nelson, Glenn Creamer and Paul Salem each are: (1) partners of PEP GP IV; (2) indirect beneficial owners of PEP GP V, PEP V LLC, PEP V Inc. and PEP IV Inc.; (3) members of PEP LLC; and (4) members of PEP IV LLC, and may be deemed to share beneficial ownership of shares owned by PEP V, PEP V-A, PEP IV, PEOP IV, PEP EDMC LLC, PEP V Inc., PEP IV Inc. and PEP LLC or held by Messrs. Salem and Wilde as nominees for such entities. Each of Messrs. Nelson, Creamer and Salem disclaims this beneficial ownership, except to the extent of each of their respective pecuniary interests therein.
Remarks: See Exhibit 99.1, incorporated by reference herein. "Due to the technical limitation of the number of reporting persons included in each individual filing, this Form 4 is being filed in two parts. This is Part 2 of 2."

	Signatures
	/s/ Paul J. Salem	11/13/2013
	** Signature of Reporting Person	Date
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 L.L.C.
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:	11/8/2013
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/ Paul J. Salem		11/13/2013
Name: Paul J. Salem Title: Senior Managing Director and Executive Vice President		Date: 11/13/2013

1

Name and Address of Reporting Person:	Providence Equity GP V L.P.
c/o Providence Equity Partners L.L.C.
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:	11/8/2013
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 /s/ Paul J. Salem		11/13/2013
Name: Paul J. Salem Title: Senior Managing Director and Executive Vice President		Date: 11/13/2013

2

Name and Address of Reporting Person:	Providence Equity Partners V-A L.P.
c/o Providence Equity Partners L.L.C.
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:	11/8/2013
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/ Paul J. Salem		11/13/2013
Name: Paul J. Salem Title: Senior Managing Director and Executive Vice President		Date: 11/13/2013

3

Name and Address of Reporting Person:	Providence Equity Partners IV L.P.
c/o Providence Equity Partners L.L.C.
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:	11/8/2013
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/ Paul J. Salem		11/13/2013
Name: Paul J. Salem Title: Class A Member		Date: 11/13/2013

4

Name and Address of Reporting Person:	Providence Equity GP IV L.P.
c/o Providence Equity Partners L.L.C.
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:	11/8/2013
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/ Paul J. Salem		11/13/2013
Name: Paul J. Salem Title: Class A Member		Date: 11/13/2013

5

Name and Address of Reporting Person:	Providence Equity Partners IV L.L.C.
c/o Providence Equity Partners L.L.C.
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:	11/8/2013
Designated Filer:	Providence Equity Partners V L.L.C.

PROVIDENCE EQUITY PARTNERS IV L.L.C. /s/ Paul J. Salem		11/13/2013
Name: Paul J. Salem Title: Class A Member		Date: 11/13/2013

6

Name and Address of Reporting Person:	Providence Equity Operating Partners IV L.P.
c/o Providence Equity Partners L.L.C.
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:	11/8/2013
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/ Paul J. Salem		11/13/2013
Name: Paul J. Salem Title: Class A Member		Date: 11/13/2013

7

Name and Address of Reporting Person:	PEP EDMC L.L.C.
c/o Providence Equity Partners L.L.C.
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:	11/8/2013
Designated Filer:	Providence Equity Partners V L.L.C.

/s/ Paul J. Salem		11/13/2013
Name: Paul J. Salem Title: Senior Managing Director and Executive Vice President		Date: 11/13/2013

8

Name and Address of Reporting Person:	Jonathan M. Nelson
c/o Providence Equity Partners L.L.C.
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:	11/8/2013
Designated Filer:	Providence Equity Partners V L.L.C.

/s/ Jonathan M. Nelson		11/13/2013
Name: Jonathan M. Nelson		Date: 11/13/2013

9

Name and Address of Reporting Person:	Glenn M. Creamer
c/o Providence Equity Partners L.L.C.
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:	11/8/2013
Designated Filer:	Providence Equity Partners V L.L.C.

/s/ Glenn M. Creamer		11/13/2013
Name: Glenn M. Creamer		Date: 11/13/2013

10

Name and Address of Reporting Person:	Providence Equity Partners V Inc.
c/o Providence Equity Partners L.L.C.
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:	11/8/2013
Designated Filer:	Providence Equity Partners V L.L.C.

/s/ Paul J. Salem		11/13/2013
Name: Paul J. Salem Title: Senior Managing Director and Executive Vice President		Date: 11/13/2013

11

Name and Address of Reporting Person:	Providence Equity Partners IV Inc.
c/o Providence Equity Partners L.L.C.
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:	11/8/2013
Designated Filer:	Providence Equity Partners V L.L.C.

/s/ Paul J. Salem		11/13/2013
Name: Paul J. Salem Title: Managing Director and Executive Vice President		Date: 11/13/2013

12