Edgar Filing: CAMDEN PARTNERS STRATEGIC FUND III LP

Ownership Submission

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 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

WARNOCK DAVID L

2. Issuer Name and Ticker or Trading Symbol
National American University Holdings, Inc. [NAUH]

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

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

(Last)

(First)

(Middle)

500 EAST PRATT STREET, SUITE 1200

3. Date of Earliest Transaction (Month/Day/Year)
05/16/2013

(Street)

BALTIMORE, MD 21202

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

(City)

(State)

(Zip)

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
Common Stock	05/16/2013		P		200,000	A	$ 3.15	2,199,449	I	See Footnote ⁽¹⁾

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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 Underlying Securities
(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

(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
WARNOCK DAVID L 500 EAST PRATT STREET SUITE 1200 BALTIMORE, MD 21202	X			See Remarks
BERKELEY RICHARD M 500 EAST PRATT STREET SUITE 1200 BALTIMORE, MD 21202				See Remarks
HUGHES DONALD W 500 EAST PRATT STREET SUITE 1200 BALTIMORE, MD 21202				See Remarks
Camden Learning, LLC 500 EAST PRATT STREET SUITE 1200 BALTIMORE, MD 21202				See Remarks
Camden Partners Strategic Manager, LLC 500 EAST PRATT STREET SUITE 1200 BALTIMORE, MD 21202				See Remarks
Camden Partners Strategic III, LLC 500 EAST PRATT STREET SUITE 1200 BALTIMORE, MD 21202				See Remarks
CAMDEN PARTNERS STRATEGIC FUND III LP 500 EAST PRATT STREET SUITE 1200 BALTIMORE, MD 21202				See Remarks
CAMDEN PARTNERS STRATEGIC FUND III-A LP 500 EAST PRATT STREET SUITE 1200 BALTIMORE, MD 21202				See Remarks

Signatures

/s/ Donald W. Hughes Attorney-in-Fact for David L. Warnock		05/20/2013
^**Signature of Reporting Person		Date
Donald W. Hughes, Attorney-in-Fact for Richard M. Berkeley		05/20/2013
^**Signature of Reporting Person		Date
Donald W. Hughes		05/20/2013
^**Signature of Reporting Person		Date
By Donald W. Hughes, Managing Member		05/20/2013
^**Signature of Reporting Person		Date
By Camden Partners Strategic Manager, LLC, By Donald W. Hughes, Managing Member		05/20/2013
^**Signature of Reporting Person		Date
By Camden Partners Strategic III, LLC, By Camden Partners Strategic Manager, LLC, By Donald W. Hughes, Managing Member		05/20/2013
^**Signature of Reporting Person		Date
By Camden Partners Strategic Fund III, LP, By Camden Partners Strategic III, LLC, By Camden Partners Strategic Manager, LLC, By Donald W. Hughes, Managing Member		05/20/2013
^**Signature of Reporting Person		Date
By Camden Partners Strategic Fund III-A, LP, By Camden Partners Strategic III, LLC, By Camden Partners Strategic Manager, LLC, By Donald W. Hughes, Managing Member		05/20/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	These securities are owned directly by CLLLC. CPSM, CPS III, Fund III, Fund III-A and the Managing Members may be deemed indirect beneficial owners of the securities held directly by CLLLC as a result of their relationships described in the Remarks. CPSM, CPS III, Fund III, Fund III-A and each of the Managing Members disclaim beneficial ownership of the securities held directly by CLLLC, except to the extent of its or his pecuniary interest therein.
Remarks: This Form 4 is being filed jointly by Camden Learning, LLC ("CLLLC"), Camden Partners Strategic Manager, LLC ("CPSM"), Camden Partners Strategic III, LLC ("CPS III"), Camden Strategic Fund III, LP ("Fund III"), Camden Strategic Fund III-A, LP ("Fund III-A"), and Messrs. David L. Warnock, Donald W. Hughes and Richard M. Berkeley (collectively,the "Managing Members" and together with CLLLC, CPSM, CPS III, Fund III, and Fund III-A, the "Reporting Persons"). The Managing Members are the managing members of CPSM, which is the managing member of CPS III. CPS III is the general partner of Fund III and Fund III-A. Fund III and Fund IIIA are members of CLLLC. Mr. Warnock is a director of the Issuer.

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