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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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Swenson Craig D. (Last) (First) (Middle) C/O EDUCATION MANAGEMENT CORPORATION 210 SIXTH AVENUE, 33RD FLOOR (Street) PITTSBURGH PA 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) President, Argosy University
	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)
			Code	V	Amount	(A) or (D)	Price

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Options (right to buy)	$21.46	09/13/2012		D			35,789	(1)	05/15/2018	Common Stock	35,789	(2)	35,789	D
Employee Stock Options (right to buy)	$21.46	09/13/2012		D			35,789	(3)	05/15/2018	Common Stock	35,789	(2)	35,789	D
Employee Stock Options (right to buy)	$18	09/13/2012		D			22,369	(4)	09/30/2019	Common Stock	22,369	(2)	22,369	D
Employee Stock Options (right to buy)	$14.68	09/13/2012		D			75,000	(5)	09/29/2020	Common Stock	75,000	(2)	75,000	D
Employee Stock Options (right to buy)	$20.93	09/13/2012		D			60,000	(6)	11/03/2021	Common Stock	60,000	(2)	60,000	D
Employee Stock Options (right to buy)	$3.59	09/13/2012		A		22,795		09/13/2013	05/15/2019	Common Stock	22,795	(7)	22,795	D
Employee Stock Options (right to buy	$3.59	09/13/2012		A		22,795		(8)	05/15/2019	Common Stock	22,795	(7)	22,795	D
Employee Stock Options (right to buy)	$3.59	09/13/2012		A		15,426		(9)	09/30/2019	Common Stock	15,426	(7)	15,426	D
Employee Stock Options (right to buy)	$3.59	09/13/2012		A		57,692		(10)	09/29/2020	Common Stock	57,692	(7)	57,692	D
Employee Stock Options (right to buy)	$3.59	09/13/2012		A		42,553		(11)	11/03/2021	Common Stock	42,553	(7)	42,553	D

Explanation of Responses:

1. Options were to vest in five equal annual installments on each May 15, 2009 to 2013.

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

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

4. Options were to vest in four equal annual installments on each October 1, 2010 to 2013.

5. Options were to vest in four equal annual installments on each September 30, 2011 to 2014.

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

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

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

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

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

11. Of these options, 25% vest on September 13, 2013 and the remainder vest in three equal annual installments on each November 3, 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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