SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G*
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
(Amendment No. )
Camden Learning Corp.
(Name of Issuer)
Common Stock, $.0001 par value
(Title of Class of Securities)
132863101
(CUSIP Number)
June 22, 2009
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule 13G is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
(Page 1 of 8 Pages)
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*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for purposes of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP No. 132863101 13G Page 2 of 8 Pages
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE
PERSONS (ENTITIES ONLY)
Arrowgrass Capital Partners (US) LP
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF (5) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
763,350
OWNED BY ___________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
763,350
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
763,350
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(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
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(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
9.3%
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(12) TYPE OF REPORTING PERSON **
PN
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 132863101 13G Page 3 of 8 Pages
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE
PERSONS (ENTITIES ONLY)
Arrowgrass Capital Services (US) Inc.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF (5) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
763,350
OWNED BY ___________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
763,350
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
763,350
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(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
9.3%
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(12) TYPE OF REPORTING PERSON **
CO
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 132863101 13G Page 4 of 8 Pages
Item 1(a). Name of Issuer:
The name of the issuer is Camden Learning Corp. (the "Company").
Item 1(b). Address of Issuer's Principal Executive Offices:
The Company's principal executive offices are located at 500 East Pratt
Street, Suite 1200, Baltimore, Maryland 21202.
Item 2(a). Name of Person Filing:
This statement is filed by:
(i) Arrowgrass Capital Partners (US) LP, a Delaware limited
partnership ("ACP"), with respect to the Common Stock
directly owned by it; and
(ii) Arrowgrass Capital Services (US) Inc., a Delaware
corporation ("ACS"), with respect to the Common Stock
directly owned by ACP.
The foregoing persons are hereinafter sometimes collectively referred
to as the "Reporting Persons". Any disclosures herein with respect to persons
other than the Reporting Persons are made on information and belief after making
inquiry to the appropriate party.
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the business office of each of the Reporting Persons is
245 Park Avenue, New York, New York 10167.
Item 2(c). Citizenship:
ACP is a limited partnership organized under the laws of the State of
Delaware. ACS is a corporation organized under the laws of the State of
Delaware.
Item 2(d). Title of Class of Securities:
Common Stock, $.0001 par value (the "Common Stock").
CUSIP No. 132863101 13G Page 5 of 8 Pages
Item 2(e). CUSIP Number:
132863101
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or
(c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Act,
(b) [ ] Bank as defined in Section 3(a)(6) of the Act,
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the
Act,
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act of 1940,
(e) [ ] Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940,
(f) [ ] Employee Benefit Plan or Endowment Fund in accordance
with 13d-1 (b)(1)(ii)(F),
(g) [ ] Parent Holding Company or control person in accordance
with Rule 13d-1 (b)(ii)(G),
(h) [ ] Savings Associations as defined in Section 3(b) of the
Federal Deposit Insurance Act,
(i) [ ] Church Plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940,
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to 13d-1(c), check this box: [x]
Item 4. Ownership.
A. Arrowgrass Capital Partners (US) LP
(a) Amount beneficially owned: 763,350
(b) Percent of class: 9.3%. The percentages used herein
and in the rest of Item 4 are calculated based upon
the 8,188,800 shares of Common Stock issued and
outstanding as of May 8, 2009 as reported in the
Form 10-Q for the quarterly period ended March 31,
2009 filed by the Company on May 11, 2009.
(c)(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 763,350
(iii) Sole power to dispose or direct the disposition:
-0-
(iv) Shared power to dispose or direct the
disposition: 763,350
CUSIP No. 132863101 13G Page 6 of 8 Pages
B. Arrowgrass Capital Services (US) Inc.
(a) Amount beneficially owned: 763,350
(b) Percent of class: 9.3%
(c)(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 763,350
(iii) Sole power to dispose or direct the disposition:
-0-
(iv) Shared power to dispose or direct the
disposition: 763,350
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
ACS serves as the general partner of ACP. As such, it has the power to
direct the affairs of ACP, including decisions with respect to the disposition
of the proceeds from the sale of the shares of Common Stock.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Each of the Reporting Persons hereby makes the following certification:
By signing below each Reporting Person certifies that, to the best of
its knowledge and belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction having that
purpose or effect.
CUSIP No. 132863101 13G Page 7 of 8 Pages
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
DATED: June 24, 2009
Arrowgrass Capital Partners (US) LP
By: Arrowgrass Capital Services (US) Inc.,
its General Partner
/s/ Sean Flynn
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Name: Sean Flynn
Title: Director
Arrowgrass Capital Services (US) Inc.
/s/ Sean Flynn
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Name: Sean Flynn
Title: Director
CUSIP No. 132863101 13G Page 8 of 8 Pages
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13G is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13G shall be filed on behalf
of each of the undersigned without the necessity of filing additional joint
acquisition statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him or it contained therein, but
shall not be responsible for the completeness and accuracy of the information
concerning the others, except to the extent that he or it knows or has reason to
believe that such information is inaccurate.
DATED: June 24, 2009
Arrowgrass Capital Partners (US) LP
By: Arrowgrass Capital Services (US) Inc.,
its General Partner
/s/ Sean Flynn
----------------------------------
Name: Sean Flynn
Title: Director
Arrowgrass Capital Services (US) Inc.
/s/ Sean Flynn
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Name: Sean Flynn
Title: Director