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SEC Form 3

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

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1. Name and Address of Reporting Person* McWhorter Jeffery Scott (Last) (First) (Middle) 17855 DALLAS PARKWAY, SUITE 400 (Street) DALLAS TX 75287 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/10/2015	3. Issuer Name and Ticker or Trading Symbol CAMBIUM LEARNING GROUP, INC. [ ABCD ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) General Counsel	5. 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 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)

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: 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
Stock Options (right to buy)	(1)	(1)	Common Stock, par value $0.001 per share	10,000	(1)	D
Stock Options (right to buy)	(2)	(2)	Common Stock, par value $0.001 per share	13,400	(2)	D

Explanation of Responses:

1. On May 14, 2014, the reporting person was granted options ("2014 Options") to purchase a total of 10,000 shares of common stock, par value $0.001, of Cambium Learning Group, Inc. (the "Company"), in consideration of his services as an employee of the Company. The 2014 Options were granted to the reporting person pursuant and subject to the Cambium Learning Group, Inc. 2009 Equity Incentive Plan. The per-share exercise price of the 2014 Options is $2.14 and the 2014 Options vest in equal monthly installments on the last day of the month over a four year period, with an initial vesting date of May 31, 2014.

2. On May 5, 2015, the reporting person was granted options ("2015 Options") to purchase a total of 13,400 shares of common stock, par value $0.001, of Cambium Learning Group, Inc., in consideration of his services as an employee of the Company. The 2015 Options were granted to the reporting person pursuant and subject to the Cambium Learning Group, Inc. 2009 Equity Incentive Plan. The per-share exercise price of the 2015 Options is $2.96 and the 2015 Options vest in equal monthly installments on the last day of the month over a four year period, with an initial vesting date of May 31, 2015.

Remarks:

	J. Scott McWhorter, Esq., Attorney-in-Fact	07/10/2015
	** 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 5 (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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