SEC FORM 4

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SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

South John T. III

(Last)

(First)

(Middle)

C/O EDUCATION MANAGEMENT CORPORATION

210 SIXTH AVENUE, 33RD FLOOR

(Street)

PITTSBURGH

15222

(City)

(State)

(Zip)

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr. V.P., Chancellor, South U.

3. Date of Earliest Transaction (Month/Day/Year)
09/13/2012

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

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)

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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Options (right to buy)	$11.18	09/13/2012		D			99,763	06/01/2011	05/31/2016	Common Stock	99,763	⁽¹⁾	99,763	D
Employee Stock Options (right to buy)	$11.18	09/13/2012		D			99,763	⁽²⁾	05/31/2016	Common Stock	99,763	⁽¹⁾	99,763	D
Employee Stock Options (right to buy)	$13.41	09/13/2012		D			14,964	06/28/2012	06/27/2017	Common Stock	14,964	⁽¹⁾	14,964	D
Employee Stock Options (right to buy)	$13.41	09/13/2012		D			14,964	⁽²⁾	06/27/2017	Common Stock	14,964	⁽¹⁾	14,964	D
Employee Stock Options (right to buy)	$18	09/13/2012		D			22,369	⁽³⁾	09/30/2019	Common Stock	22,369	⁽¹⁾	22,369	D
Employee Stock Options (right to buy)	$14.68	09/13/2012		D			75,000	⁽⁴⁾	09/29/2020	Common Stock	75,000	⁽¹⁾	75,000	D
Employee Stock Options (right to buy)	$20.93	09/13/2012		D			60,000	⁽⁵⁾	11/02/2021	Common Stock	60,000	⁽¹⁾	60,000	D
Employee Stock Options (right to buy)	$3.59	09/13/2012		A		66,955		09/13/2013	05/31/2017	Common Stock	66,955	⁽⁶⁾	66,955	D
Employee Stock Options (right to buy)	$3.59	09/13/2012		A		66,955		⁽⁷⁾	05/31/2017	Common Stock	66,955	⁽⁶⁾	66,955	D
Employee Stock Options (right to buy)	$3.59	09/13/2012		A		9,909		09/13/2013	06/27/2018	Common Stock	9,909	⁽⁶⁾	9,909	D
Employee Stock Options (right to buy)	$3.59	09/13/2012		A		9,909		⁽⁷⁾	06/27/2018	Common Stock	9,909	⁽⁶⁾	9,909	D
Employee Stock Options (right to buy)	$3.59	09/13/2012		A		15,426		⁽⁸⁾	09/30/2019	Common Stock	15,426	⁽⁶⁾	15,426	D
Employee Stock Options (right to buy)	$3.59	09/13/2012		A		57,692		⁽⁹⁾	09/29/2020	Common Stock	57,692	⁽⁶⁾	57,692	D
Employee Stock Options (right to buy)	$3.59	09/13/2012		A		42,553		⁽¹⁰⁾	11/02/2021	Common Stock	42,553	⁽⁶⁾	42,553	D

Explanation of Responses:

1. The reporting person agreed to cancellation of these options in exchange for new options having a lower exercise price.

2. Options were to vest based on investment returns to certain of the Company's shareholders.

3. Options were to vest in four equal annual installments on each October 1, 2010 to 2014.

4. Options were to vest in four equal annual installments on each September 30, 2011 to 2015.

5. Options were to vest in four equal annual installments on each November 3, 2012 to 2015.

6. The reporting person agreed to the cancellation of options previously granted to him in exchange for new options having a lower exercise price.

7. Options vest based on investment returns to certain of the Company's shareholders, which have not been staisfied.

8. Of these options, 75% vest on September 13, 2013 and 25% vest on October 1, 2013.

9. Of these options, 50% vest on September 13, 2013 and 25% vest on September 30, 2013 and 25% vest on September 30, 2014.

10. Of these options, 25% vest on September 13, 2013 and the remainder vest in three equal annual installments on each November 2, 2013 to 2015.

	/s/: J. Devittt Kramer, Attorney-In-Fact	09/17/2012
	** 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).
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